425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2020

CIIG Merger Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-39159	84-3142564
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

40 West 57th Street, 29th Floor New York, NY	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 796-4796

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	CIICU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	CIIC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	CIICW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on November 18, 2020, CIIG Merger Corp. (the “Registrant” or “CIIG”), Arrival S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg (the “Company” or “Arrival”), Arrival Group, a newly-formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco” or “Arrival Group”) and ARSNL Merger Sub Inc., a newly-formed Delaware corporation (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which (i) the existing ordinary and preferred shareholders of the Company have each concurrently entered into separate exchange agreements to contribute their respective equity interests in the Company to Holdco in exchange for ordinary shares of Holdco (“Holdco Ordinary Shares”) (the “Share Exchanges”) and (ii) following the Share Exchanges, Registrant will merge with and into Merger Sub and all shares of CIIG common stock will be exchanged for Holdco Ordinary Shares (together with the Share Exchanges, the “Transactions”). Upon consummation of the Transactions contemplated by the Business Combination Agreement, the Company and the Registrant will become direct wholly-owned subsidiaries of Holdco.

On November 18, 2020, the Company made the following communications regarding the Company and the Transactions:

1. The Company made a presentation to investors (a copy of the transcript of this communication is attached hereto as Exhibit 99.1);

2. The Company sent a memorandum to the employees of the Company (a copy which is attached hereto as Exhibit 99.2);

3. The Company released a media fact sheet (a copy of which is attached hereto as Exhibit 99.3); and

4. The Company retweeted articles on Twitter (copies of which are attached hereto as Exhibits 99.4 and 99.5).

Such exhibits and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 8.01 Other Events.

Item 7.01 is incorporated herein by reference.

Additional Information and Where to Find It

In connection with the Transactions, Arrival Group is expected to file a registration statement on Form F-4 with the SEC that will include a proxy statement of CIIG that will also constitute a prospectus of Arrival Group. CIIG and Arrival Group urge investors, stockholders and other interested persons to read, when available, the Form F-4, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed transaction, as these materials will contain important information about Arrival Group, Arrival, CIIG and the proposed transaction. Such persons can also read CIIG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of CIIG’s officers and directors and their respective interests as security holders in the consummation of the proposed transaction. When available, the definitive proxy statement/prospectus will be mailed to CIIG’s and Arrival’s stockholders. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: CIIG Merger Corp., 40 West 57^th Street, 29^th Floor, New York, NY 10019 or Arrival S.à r.l., 1, rue Peternelchen, L-2370 Howald, Luxembourg.

Participants in Solicitation

CIIG, Arrival Group and Arrival and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CIIG’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of CIIG’s directors and executive officers in CIIG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 27, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CIIG’s stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction when available. Information concerning the interests of CIIG’s participants in the solicitation, which may, in some cases, be different than those of CIIG’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed transaction when it becomes available.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the benefits of the proposed transaction, the anticipated timing of the proposed transaction, the products offered by Arrival and the markets in which it operates, and Arrival Group’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CIIG’s securities, (ii) the risk that the transaction may not be completed by CIIG’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CIIG, (iii) the failure to satisfy the conditions to the consummation of the Transactions, including the adoption of the Business Combination Agreement by the stockholders of CIIG and Arrival, the satisfaction of the minimum trust account amount following redemptions by CIIG’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the impact of COVID-19 on Arrival’s business and/or the ability of the parties to complete the Transactions; (vii) the effect of the announcement or pendency of the Transactions on Arrival’s business relationships, performance, and business generally, (viii) risks that the Transactions disrupt current plans and operations of Arrival and potential difficulties in Arrival employee retention as a result of the Transactions, (ix) the outcome of any legal proceedings that may be instituted against Arrival Group, Arrival or CIIG related to the Business Combination Agreement or the Transactions, (x) the ability to maintain the listing of CIIG’s securities on the NASDAQ Stock Market, (xi) the price of CIIG’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Arrival operates, variations in performance across competitors, changes in laws and regulations affecting Arrival business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Transactions, and identify and realize additional opportunities, (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Arrival operates, (xiv) the risk that Arrival and its current and future collaborators are unable to successfully develop and commercialize Arrival’s products or services, or experience significant delays in doing so, (xv) the risk that the post-combination company may never achieve or sustain profitability; (xvi) the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations, (xviii) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations; (xix) the risk that the utilization of Microfactories will not provide the expected benefits due to, among other things, the inability to locate appropriate buildings to use as Microfactories, Microfactories needing a larger than anticipated factory footprint, and the inability of Arrival to deploy Microfactories in the anticipated time frame; (xx) the risk that the orders that have been placed for vehicles, including the order from UPS, are cancelled or modified; (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Arrival’s products and services; (xxii) the risk that Arrival is unable to secure or protect its intellectual property; and (xxiii) the risk that the post-combination company’s securities will not be approved for listing on the NASDAQ Stock Market or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CIIG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus discussed above and other documents filed by CIIG from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Arrival Group, Arrival and CIIG assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Arrival Group, Arrival nor CIIG gives any assurance that either Arrival Group, Arrival or CIIG will achieve its expectations.

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CIIG, Arrival or Arrival Group, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.

PRIIPs / Prospectus Regulation /IMPORTANT – EEA AND UK RETAIL INVESTORS

The Holdco Ordinary Shares to be issued by Arrival Group in the Transactions are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (this Regulation together with any implementing measures in any member state, the “Prospectus Regulation”). Consequently, no offer of securities to which this announcement relates, is made to any person in any Member State of the EEA which applies the Prospectus Regulation who are not qualified investors for the purposes of the Prospectus Regulation, is made in the EEA and no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Holdco Ordinary Shares or otherwise making them available to retail investors in the EEA or in the UK will be prepared and therefore offering or selling the Holdco Ordinary Shares or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The Exhibit Index is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Transcript of communication to investors by Arrival dated November 18, 2020.
99.2	Memorandum sent by Arrival to employees of Arrival, dated November 18, 2020
99.3	Media Presentation by Arrival, dated November 18, 2020.
99.4	Article about Arrival by the Guardian, dated November 18, 2020
99.5	Article about Arrival by CNBC, dated November 18, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIIG Merger Corp.
Dated: November 18, 2020
	By:	/s/ Gavin Cuneo
		Name: Gavin Cuneo
		Title: Chief Operating Officer

EX-99.1

Exhibit 99.1

Introducing Arrival: Text for Subtitles

Denis

I’m getting this question like why arrival is different many times and I would say that actually everything is different, people, culture, technologies we are using, materials, components, method of manufacturing, the only thing which is probably similar to other companies that are products called van and bus. But everything else is different.

Automotive industry in the way how it is now was developing for more than 100 years. And it was a lot of innovations and a lot of optimization with the process. And today, we believe that industry with the conveyor line, which was invented more than hundred years ago, is on the maximum level of efficiency. What what we understood today, that is not enough, because we still get vehicles which are expensive, and that’s not sustainable. And that’s why we started arrival in January 2015. With idea to reinvent the way how vehicles are made.

Mike

Certainly one of the things that makes Arrival different is our microfactory approach to assembling and manufacturing vehicles.

A micro factory is a much much simpler process as compared to a legacy automotive manufacturing plant. A typical automotive assembly plant takes literally years to construct, we can do that whole thing in six months or less. So it’s maybe one six the amount of time and maybe one 10th of the capex if that.

Denis

The vehicle the way how they design today cannot be assembled by microfactories. Vehicle must be designed to be assembled by microfactories.

If you take a normal car today, only to make the body system, you need to have at least 1000 robots

In our case, all assembly processes less than 70 robots.

Rob

The brief was really clear from the start, how do we build vehicles at price parity with a conventional diesel vehicle. Now what that means when you’re putting a large, expensive heavy battery into a vehicle is that you need to make the body system lighter and lower cost.

The materials that we’re developing are thermoplastic based composites, and we can recycle those an infinite number of times, if you were to take a conventional steel panel and compare it to ours, then we’re less than half the weight. And we have far higher ductility. And what that means is the panel rebounds from impact. So rather than having to repair or replace, our panels actually survive much longer out in the field, massively reducing the potential repair bills for our customers.

Tracey

When you look at our elements components, they’re modular, they’re based on a 10 by 10, grid, they’re stackable, they’re plug and play. It’s, it’s amazing. Designing our products ourselves, owning the IP, giving us the ability to upgrade that, prioritise the products that we need, easy installation, easy replacement, agility for the future.

We invented grid based components, new material technologies to do the body systems and new software to manage our factories and also in vehicle software. So if you combine all those things together micro factories, components, materials, and the software, those are enabling technologies, which makes it possible to make best in class vehicles.

Avinash

We always get the question, why commercial vehicles first, and it’s actually because it’s an under served market. So right now you have very few vehicles that you can go and get and you’re not able to do anything bespoke or custom with those vehicles, you get what you get.

It’s a market that cares about the total cost of operating which electric vehicles enable, and arrival further enhances that. And then it’s a growing market. It’s a large segment, there’s 2 million vans by 2025, a total addressable market over 280 billion and arrival has the best in class product. We’re able to scale rapidly, we’re able to really use the technologies to enable these customers to improve their operations. We can work with cities and customers and we can create those at any volume. Again, using the same micro factory. So it’s a win win on both sides.

It’s the perfect time for companies like ours to step into this industry and actually change it. We found a way to break the role of economy of scale. We have a much better product, a green product, but it also has better pricing as well. And this perfect combination where you don’t need to have a compromise between being green or being efficient. So with our products, it comes together.

EX-99.2

Exhibit 99.2

TO:	Arrival EMPLOYEES
FROM:	Denis Sverdlov & Avinash Rugoobur
DATE:	November 18, 2020
SUBJECT:	Important Business Development Update
ATTACHMENT:	Final Press Release PDF & Trading Restrictions Letter

Dear Arrival team,

We have some exciting news to share about the company’s future.

Arrival is at an exciting moment in its journey. Over the next few years we will begin launching Microfactories around the world that produce our best in class products for our customers and cities. To enable this we have been considering a variety of ways to ensure Arrival is fully funded to execute our strategy in the long term. We have chosen to do this via a merger with a Special Purpose Acquisition Company (SPAC). SPACs are companies that raise money from public market investors and then “merge” with a private operating company to provide the private business with a cash infusion and an alternative route to becoming a public company.

We are pleased to announce today that we will be combining with our SPAC partner, CIIG Merger Corp. (NASDAQ: CIIC). We went through an extensive process to select a SPAC partner that met our criteria: size, segment, management team, long term vision and willingness to contribute to the company’s growth. We selected CIIG given their alignment with our company strategy and strong management team. CIIG will partner with us long term and their CEO, Peter Cuneo (who is the ex-CEO of Marvel), brings a wealth of public company experience and will be joining our board.

Over the last few weeks, CIIG & Arrival have successfully signed commitments for $400MM in equity from an impressive group of institutional investors includingFidelity, BNP Paribas and Wellington.

The funds raised will be combined with up to $260M that CIIG had already raised from its existing investors for a total of up to $660M. We believe this will enable us to execute our business plan over the next three years to achieve profitability. Our goal is to finalize the combination in early Q1 2021, following the SEC (US Securities and Exchange Commission) review process and the satisfaction or waiver of the closing conditions, including the approval of the CIIG stockholders.

At that time, Arrival’s new holding company, Arrival Group, will become a publicly traded company, which we expect to be listed on NASDAQ under a new ticker: ARVL. Notwithstanding that Arrival Group’s stock will be publicly traded, vested ARVL shares held by all Arrival employees may be sold after the lockup period ends. This lockup period is generally six months after the closing of the business combination.

This milestone is a great indicator of the value and potential of Arrival to our customers and society. We would not be in this position today without the hard work of everyone at Arrival. Our employees, past and present, have been a huge part of the company’s success and you should be extremely proud of your part in making this possible.

We must prepare quickly and efficiently for this new chapter. Becoming a public company necessitates us being more mindful of our new status and aware of both the opportunities and the risks associated with it. This change will demand of us greater accountability, diligence and reporting; consistently executing to targets; more formal and deliberate communications and information-sharing; and a higher expectation of behaviour both as a company and as individuals therein. At the same time it significantly enhances our ability to scale our technology and operations and accelerate our growth.

We are therefore asking that everyone continues to keep themselves laser-focused on the task at hand: exceeding our targets and delivering results. This transaction does not finish, and we do not get the capital, until closing. For this reason, these next few months remain critical to our long-term success, and we must execute with precision.

We’ve always been proud of our transparent culture but we also need everyone to exercise a greater degree of discretion and confidentiality externally. Today’s news will generate interest from customers, partners, the media and our shareholders and we will be reaching out to these important stakeholders to share this exciting development in a coordinated fashion. If you receive any inquiries, including from former Arrival employees, please do not share ANY information, and instead, forward them to ir@arrival.com. Please do not reply to any inquiries, comment to the press, or share any company information outside, even with your friends and family. Not even spouses. This is not an arbitrary ask — it is a legal mandate that we are obligated to follow during this process.

We also realize that you will have a lot of questions. We will continue to communicate with you as things evolve; however, many of the questions we will not be able to answer yet. There will be a lot of public disclosure in the coming weeks that you will have access to and there will be many other forms of additional communication. Please bear with us over the next 90 days as we work through a very complex process, bring it to success, and get the information we need to answer your questions. We will continue to hold regular company updates and will aim to answer questions during those discussions. If you have additional questions after November 18, please send your question(s) to q@arrival.com. We will consolidate all questions in this account and answer them as answers become available (we want to make sure to provide the right information, within the limits of what we are legally able to provide). It is important that you refrain from discussing these topics over Telegram, text, social media or email (other than by using the dedicated address).

We are thrilled that we’re embarking on this journey together. It wouldn’t be possible without you, and we have faith that we will all rise to meet the challenge together. Many folks have worked extremely hard to make this deal possible, including (but not limited to) Daniel, Mike, Tim, Victoria and Nicola and we want to do a special call out to their extremely long days and nights over the last several months. This is an extremely exciting time, however even when we are public and have the capital, what’s most important is not our share price, but bringing our transformative products to customers and creating positive impact for cities and communities around the world. So let’s keep focused on our core principles and culture no matter what comes next and this will ensure ongoing success for the company, teams and the teams and employees within Arrival.

In summary:

• We expect to become a public company in Q1 2021, listed on the NASDAQ, following the satisfaction of the closing conditions to the transaction, including the approval of the transaction by CIIG’s shareholders.

• Do not disclose or post any information about the transaction or about our company (including our products) on social media or otherwise in a public way, except that you may share or post information that we have previously shared or posted on social media, our website or via press release. Please do not add any additional commentary about the transaction or the company if you re-post or share such information.

• Please be mindful and careful with non-public information. Do not share non-public information with people within Arrival whose jobs don’t require them to have that information, or to people outside of Arrival, even with your family and friends. Details are in the attached letter titled: “Trading Restrictions Letter.pdf”

• Do not buy shares and warrants of CIIG (NASDAQ: CIIC, CIICW, CIICU). Details are in the attached letter titled: “Trading Restrictions Letter.pdf”

You will be able to sell your vested shares and shares you receive upon exercise of any vested options under your Employee Incentive Plans after the lockup period ends. This lockup period is generally six months after the closing of the business combination. Before you plan to sell any securities, you must wait for the official announcement of the end of the lockup period.

Congratulations to all on this important milestone and we look forward to speaking with you all soon!

Sincerely,

Denis & Avinash

Additional Information and Where to Find It

In connection with the proposed transaction, Arrival Group, a subsidiary of Arrival that will become the holding company of CIIG and Arrival as of the closing of the proposed transaction, is expected to file a registration statement on Form F-4 (the “Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”) that will include a proxy statement of

CIIG that will also constitute a prospectus of Arrival Group. CIIG and Arrival Group urge investors, stockholders and other interested persons to read, when available, the Form F-4, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed transaction, as these materials will contain important information about Arrival Group, Arrival, CIIG and the proposed transaction. Such persons can also read CIIG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of CIIG’s officers and directors and their respective interests as security holders in the consummation of the proposed transaction. When available, the definitive proxy statement/prospectus will be mailed to CIIG’s and Arrival’s stockholders. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: CIIG Merger Corp., 40 West 57^th Street, 29^th Floor, New York, NY 10019 or Arrival S.à r.l., 1, rue Peternelchen, L-2370 Howald, Luxembourg.

Participants in Solicitation

CIIG, Arrival Group and Arrival and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CIIG’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of CIIG’s directors and executive officers in CIIG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 27, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CIIG’s stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction when available. Information concerning the interests of CIIG’s participants in the solicitation, which may, in some cases, be different than those of CIIG’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed transaction when it becomes available.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the benefits of the proposed transaction, the anticipated timing of the proposed transaction, the products offered by Arrival and the markets in which it operates, and Arrival Group’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this

document, including, but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CIIG’s securities, (ii) the risk that the transaction may not be completed by CIIG’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CIIG, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the stockholders of CIIG and Arrival, the satisfaction of the minimum trust account amount following redemptions by CIIG’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the impact of COVID-19 on Arrival’s business and/or the ability of the parties to complete the proposed transaction; (vii) the effect of the announcement or pendency of the transaction on Arrival’s business relationships, performance, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Arrival and potential difficulties in Arrival employee retention as a result of the proposed transaction, (ix) the outcome of any legal proceedings that may be instituted against Arrival Group, Arrival or CIIG related to the business combination agreement or the proposed transaction, (x) the ability to maintain the listing of CIIG’s securities on the NASDAQ Stock Market, (xi) the price of CIIG’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Arrival operates, variations in performance across competitors, changes in laws and regulations affecting Arrival business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Arrival operates, (xiv) the risk that Arrival and its current and future collaborators are unable to successfully develop and commercialize Arrival’s products or services, or experience significant delays in doing so, (xv) the risk that the post-combination company may never achieve or sustain profitability; (xvi) the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations, (xviii) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations; (xix) the risk that the utilization of Microfactories will not provide the expected benefits due to, among other things, the inability to locate appropriate buildings to use as Microfactories, Microfactories needing a larger than anticipated factory footprint, and the inability of Arrival to deploy Microfactories in the anticipated time frame; (xx) the risk that the orders that have been placed for vehicles, including the order from UPS, are cancelled or modified; (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Arrival’s products and services; (xxii) the risk that Arrival is unable to secure or protect its intellectual property; and (xxiii) the risk that the post-combination company’s securities will not be approved for listing on the NASDAQ Stock Market or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CIIG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus discussed above and other documents filed by CIIG from time to time with the SEC. These filings identify and address other important risks and uncertainties that

could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Arrival Group, Arrival and CIIG assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Arrival Group, Arrival nor CIIG gives any assurance that either Arrival Group, Arrival or CIIG will achieve its expectations.

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CIIG, Arrival or Arrival Group, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.

PRIIPs / Prospectus Regulation /IMPORTANT - EEA AND UK RETAIL INVESTORS - The ordinary shares to be issued by Arrival Group in the proposed transaction (the “Ordinary Shares”) are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (this Regulation together with any implementing measures in any member state, the “Prospectus Regulation”). Consequently, no offer of securities to which this announcement relates, is made to any person in any Member State of the EEA which applies the Prospectus Regulation who are not qualified investors for the purposes of the Prospectus Regulation, is made in the EEA and no key information document required by Regulation (EU) No. 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Ordinary Shares or otherwise making them available to retail investors in the EEA or in the United Kingdom will be prepared and therefore offering or selling the Ordinary Shares or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

EX-99.3

Exhibit 99.3

ARRIVAL AT A GLANCE

Arrival is revolutionizing the electric vehicle industry

• 1,200+ Employees across US and Europe

• $5.4B Enterprise value with approximately $660M cash in gross cash proceeds to fund growth

• Unique Microfactory assembly - low CapEx, low footprint and deployable in existing warehouses close to areas of demand

• Signed contracts with total order value up to $1.2+B, including 10,000 Vans from UPS

• Microfactories expected to produce high margin vehicles with unrivalled unit economics

• Vertically integrated in-house developed technologies enable Microfactory assembly and drive down costs

• Arrival expects industry leading profitability enabled by proprietary hardware, software and robotics platforms

• Hardware, software and robotics eco-system generates industry leading profitability

• Zero-emission vehicles are competitive in price to fossil fuel equivalents, with a substantially lower total cost of ownership

• Microfactories in US and UK expected to start operations in 2021

• Four vehicles expected to market by 2023, first vehicle expected start of production in Q4 2021

• Profitability expected by 2023

Market opportunity

A clear market opportunity, underpinned by positive global trends

Convergence of global trends

• Urbanization (68% of the world’s population expected to live in urban areas by 2050

• E-commerce (37% projected increase from 2020 — 2024)

• ESG investing (ESG funds reached $1T in AUM in 2020)

• Government policy (UK banned sale of diesel and petrol vans by 2035)

Clear gap in the market

• EVs (sales of EVs growing at 40% YOY)

• Commercial (By 2040, EVs will make up 67% of municipal buses and 24% of LCVs)

• Expected 2m addressable market for vans by 2025

• Expected 131k addressable market for buses by 2025

Blue chip partners

Blue chip strategic and commercial partners who are aligned with the long-term vision of the business:

• CIIG

• Hyundai Kia

• BlackRock

• UPS

• Winter Capital

18.11.2020 ARRIVAL.COM 01

ARRIVAL AT A GLANCE

Arrival’s new method of design and production

Arrival is a technology company

Arrival’s new method of design and assembly provides greater profitability at lower CapEx compared to existing OEMs, and the ability to scale rapidly.

18.11.2020 ARRIVAL.COM 02

ARRIVAL AT A GLANCE

Arrival leadership

Leadership team with a proven track record, a mix of IT and engineering backgrounds applied to automotive

	Denis Sverdlov Founder & CEO, Arrival Group Denis Sverdlov, is the CEO of Arrival. A serial entrepreneur having built and successfully exited multiple companies, Denis founded Arrival in 2015 to revolutionize the auto-industry through a new method of vertical integration and production. Since its founding, Arrival has grown to a global company, numbering over 1,100 employees, with investments from BlackRock, Hyundai, Kia and UPS.
	Denis’ work in tech began with Yota — the telecoms company that pioneered the biggest 4G network in Russia. Having built the company to 1,200 employees and achieved the highest revenue per employee in the world, Denis sold Yota in 2012 for $1.5 billion. Denis is also the founder of Roborace – the world’s first driverless electric racing platform.
	Avinash Rugoobur President and Chief Strategy Officer, Arrival Group Avinash is President of Arrival, joining Arrival following a successful career at General Motors, Cruise Automation, and his own venture Curve Tomorrow. As Arrival’s President and Chief Strategy Officer, Avinash has overseen the close of over $200 million in investment from blue-chip investors including Hyundai, Kia, UPS and funds managed by BlackRock, as well as Arrival’s international expansions.
	During his time at GM, Avinash was responsible for the $1Bn acquisition of Cruise Autonomous and its subsequent valuation increase to $14Bn. This work was pivotal in accelerating the delivery of AVs as well as creating the OEM - Startup ecosystem.
	Avinash has a unique ability to identify societal shifting technology trends and is steering Arrival’s mission as it revolutionizes the auto industry’s approach to the design, production, and distribution of electric vehicles.
	Mike Ableson CEO, Arrival Automotive Mike Ableson is Arrival Automotive’s Chief Executive Officer, joining in October 2019 to support Arrival in its mission to revolutionize the auto industry. As CEO, Mike leads Arrival Automotive in both North America and Europe, and holds a leadership role within Arrival R&D. During his tenure, Arrival has expanded to the US, began building out its first set of microfactories, and launched customer trials with its vehicles.
	With more than 30 years in the automotive industry, Mike brings unrivaled OEM and mobility startup expertise to Arrival. Mike began his career as a structural analyst for General Motors, rising to serve as Executive Director of Global Advanced Vehicle Development, and VP of Engineering in Europe. In his role as VP of Global Strategy for General Motors, Mike worked to transition the company from a traditional OEM to a manufacturer of electric and autonomous vehicles.
	Mike specializes in adapting innovative technologies for use in production-ready products and has been a pivotal force in bringing vehicles to market worldwide.
	Tracey Yi CEO, Arrival Elements, & Chief Procurement Officer, Arrival Group Tracey Yi is the CEO of Arrival Elements, leading Arrival’s vertical integration efforts. In addition, Tracey serves as Arrival’s Chief Procurement Officer, overseeing the production of Arrival’s materials and vehicle components.
	Prior to joining Arrival, Tracey held various leadership positions in sourcing, strategy and procurement, working at some of the world’s biggest technology companies including Apple, Nokia and Intel.
	Tim Holbrow Chief Financial Officer, Arrival Group Tim Holbrow is Arrival’s Chief Financial Officer. Tim joins Arrival after eight years as the finance lead at Symbian. At Symbian, Tim managed an 8 years high growth period, scaling the company from its startup days to a $900M sale to Nokia.

18.11.2020 ARRIVAL.COM 03

ARRIVAL AT A GLANCE

Additional information and where to find It

In connection with the proposed transaction, Arrival Group, a subsidiary of Arrival that will become the holding company of CIIG and be renamed Arrival as of the closing of the proposed transaction, is expected to file a registration statement on Form F-4 (the “Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”) that will include a proxy statement of CIIG that will also constitute a prospectus of Arrival Group. CIIG and Arrival Group urge investors, stockholders and other interested persons to read, when available, the Form F-4, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed transaction, as these materials will contain important information about Arrival Group, Arrival, CIIG and the proposed transaction. Such persons can also read CIIG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of CIIG’s officers and directors and their respective interests as security holders in the consummation of the proposed transaction. When available, the definitive proxy statement/prospectus will be mailed to CIIG’s and Arrival’s stockholders. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: CIIG Merger Corp., 40 West 57th Street, 29th Floor, New York, NY 10019 or Arrival S.à r.l., 1, rue Peternelchen, L-2370 Howald, Luxembourg.

Participants in solicitation

CIIG, Arrival Group and Arrival and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CIIG’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of CIIG’s directors and executive officers in CIIG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 27, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CIIG’s stockholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus for the proposed transaction when available. Information concerning the interests of CIIG’s participants in the solicitation, which may, in some cases, be different than those of CIIG’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed transaction when it becomes available.

Forward-looking statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the benefits of the proposed transaction, the anticipated timing of the proposed transaction, the products offered by Arrival and the markets in which it operates, and Arrival Group’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CIIG’s securities, (ii) the risk that the transaction may not be completed by CIIG’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CIIG, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the stockholders of CIIG and Arrival, the satisfaction of the minimum trust account amount following redemptions by CIIG’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the impact of COVID-19 on Arrival’s business and/or the ability of the parties to complete the proposed transaction; (vii) the effect of the announcement or pendency of the transaction on Arrival’s business relationships, performance, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Arrival and potential difficulties in Arrival employee retention as a result of the proposed transaction, (ix) the outcome of any legal proceedings that may be instituted against Arrival Group, Arrival or CIIG related to the business combination agreement or the proposed transaction, (x) the ability to maintain the listing of CIIG’s securities on the NASDAQ Stock Market, (xi) the price of CIIG’s and the post-combination company’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Arrival operates, variations in performance across competitors, changes in laws and

18.11.2020 ARRIVAL.COM 04

regulations affecting Arrival business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Arrival operates, (xiv) the risk that Arrival and its current and future collaborators are unable to successfully develop and commercialize Arrival’s products or services, or experience significant delays in doing so, (xv) the risk that the post-combination company may never achieve or sustain profitability; (xvi) the risk that the post-combination company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xvii) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations, (xviii) the risk that third-parties suppliers and manufacturers are not able to fully and timely meet their obligations; (xix) the risk that the utilization of Microfactories will not provide the expected benefits due to, among other things, the inability to locate appropriate buildings to use as Microfactories, Microfactories needing a larger than anticipated factory footprint, and the inability of Arrival to deploy Microfactories in the anticipated time frame; (xx) the risk that the orders that have been placed for vehicles, including the order from UPS, are cancelled or modified; (xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Arrival’s products and services; (xxii) the risk that Arrival is unable to secure or protect its intellectual property; and (xxiii) the risk that the post-combination company’s securities will not be approved for listing on the NASDAQ Stock Market or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CIIG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form F-4 and proxy statement/prospectus discussed above and other documents filed by CIIG from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Arrival Group, Arrival and CIIG assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Arrival Group, Arrival nor CIIG gives any assurance that either Arrival Group, Arrival or CIIG will achieve its expectations.

No offer or solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CIIG, Arrival or Arrival Group, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.

PRIIPs / Prospectus regulation /IMPORTANT – EEA AND UK RETAIL INVESTORS

The ordinary shares to be issued by Arrival Group in the proposed transaction (the “Ordinary Shares”) are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017

(this Regulation together with any implementing measures in any member state, the “Prospectus Regulation”). Consequently, no offer of securities to which this announcement relates, is made to any person in any Member State of the EEA which applies the Prospectus Regulation who are not qualified investors for the purposes of the Prospectus Regulation, is made in the EEA and no key information document required by Regulation (EU) No. 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Ordinary Shares or otherwise making them available to retail investors in the EEA or in the United Kingdom will be prepared and therefore offering or selling the Ordinary Shares or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

18.11.2020 ARRIVAL.COM 05

EX-99.4

Exhibit 99.4

The following article from The Guardian was retweeted by Arrival’s Twitter account (@arrival) on November 18, 2020

UK electric vehicle maker Arrival to list on Nasdaq amid surging demand

Banbury-based firm to start mass production of electric buses and vans

Jasper Jolly

Wed 18 Nov 2020 10.45 EST Last modified on Wed 18 Nov 2020 13.16 EST

An Arrival bus and van. The manufacturer will raise $660m as it prepares for mass production of its first electric bus within a year, followed by its electric van by early 2022. Photograph: Arrival

Arrival, the UK-based electric van and bus startup, is to list on the Nasdaq stock exchange in New York, in a deal that is expected to value the company at more than £4bn.

The manufacturer, based in Banbury, Oxfordshire, will raise $660m (£498m) in cash as it prepares for mass production of its first electric bus within a year, followed by its electric van by early 2022.

The fundraising will be carried out via a merger with CIIG Merger Corp, a special purpose acquisition company (SPAC) run by Peter Cuneo, a former chief executive of the Marvel comics company. SPACs are also known as “blank cheque” companies as they are set up by investors specifically to find and buy another business.

Arrival has exploded on to the global automotive scene in the last two years – after previously running in secret – with a plan to use smaller, cheaper “microfactories” to produce electric vehicles using robots, instead of the production line model, pioneered by Henry Ford, to mass-produce cars.

Arrival, which now employs about 1,300 people mainly in the UK and the US, claims its van will be about the same price as comparable fossil fuel vans on the market, which cost about £35,000, and substantially cheaper than its electric van rivals. Vans will be 17% cheaper than diesel vans over their lifespan, a key factor for companies managing vehicle fleets, while total bus costs could halve, Arrival claims.

The listing announcement came on the same day that the UK government announced a ban on sales of cars with internal combustion engines after 2030 and hybrids after 2035, underlining the opportunity for promising electric vehicle manufacturers.

Avinash Rugoobur, Arrival’s chief strategy officer, said “we’re at an inflection point”, when the transition to electric vehicles will accelerate rapidly.

Rugoobur said Arrival would be generating cash by 2023, and would then add new microfactories at a rate of up to four a year.

He insisted the company would still be a British success story, despite listing in the US. The company’s headquarters and research and development will remain in the UK, in London and Banbury. However, it will establish production sites near to its markets around the world, including a previously announced factory in South Carolina in the US.

He also raised the prospect of Arrival moving into smaller passenger vehicles, with a focus at first on taxis, but with the possibility of cars for consumers as well.

“I don’t think there’s any limitation to the segments that we can eventually move into,” Rugoobur said.

The listing will also allow Arrival to capitalise on massive interest in electric vehicles from institutional and retail investors alike. An investment frenzy has propelled the US electric car pioneer Tesla to become the world’s largest carmaker by market value, worth more than $425bn, compared with Ford’s value of $35bn. The value of the electric lorry maker Nikola also surged during 2020, before it fell back after an alleged misselling scandal.

Arrival has already attracted hundreds of millions of pounds of investment, including from Korean carmakers Hyundai and Kia and investment manager BlackRock. About $400m of the latest fundraising will come from investors led by Fidelity, Wellington Management, BNP Paribas Asset Management and BlackRock.

In a sign of its rapid acceleration, previous deals valued Arrival at €3bn, compared with its $5.4bn expected valuation when it lists in New York.

The investment will be used to fund Arrival’s race to fill orders from customers that are now worth $1.2bn. UPS, the US delivery company, ordered 10,000 electric vans in January as part of its efforts to decarbonise its urban deliveries. Arrival also has letters of intent with other unnamed potential customers.

Arrival, which is headquartered in west London, was founded in 2014 by the Russian entrepreneur Denis Sverdlov, who sold telecoms firm and phonemaker Yota in 2013. Sverdlov will remain the company’s chief executive after the listing, with Cuneo becoming non-executive chairman.

The real work is just beginning ...

... following Joe Biden’s victory in the 2020 election. A majority of Americans chose a different path. These voters rejected four years of divisiveness, racism and sustained assaults on constitutional democracy – but it is clear that the country remains bitterly divided. Removing the sitting president from the White House is one thing, but fixing America is another – because many of the problems facing America pre-date President Trump.

As the country begins a new chapter, the need for robust, fact-based journalism that highlights injustice and also offers solutions is as great as ever. In addition to a pandemic, the new president will need to confront a divided country, a stark racial wealth gap, a climate crisis and an electoral college that increasingly favors a demographic minority to dominate the levers of power.

The Guardian welcomes the opportunity to refocus our journalism on the opportunities that lie ahead for America minus the distraction of a daily White House soap opera. We will focus on the need to fix a broken healthcare system, restore the role of science in public life, repair global alliances, and address the corrosive racial bias in our schools, criminal justice system, housing and other institutions.

But we can’t do this on our own. We need your support to carry on this essential work. We rely to an ever greater extent on our readers, both for the moral force to continue doing journalism at a time like this and for the financial strength to facilitate that reporting.

We believe every one of us deserves equal access to fact-based news and analysis. We’ve decided to keep Guardian journalism free for all readers, regardless of where they live or what they can afford to pay. This is made possible thanks to the support we receive from readers across America in all 50 states.

EX-99.5

Exhibit 99.5

The following article from cnbc.com was retweeted by Arrival’s Twitter account (@arrival) on November 18, 2020

UK electric vehicle maker Arrival is going public via SPAC at a $5.4 billion valuation

PUBLISHED WED, NOV 18 2020 8:15 AM EST

Ryan Browne @RYAN_BROWNE_

LONDON — British electric vehicle start-up Arrival announced Wednesday that it will go public through a merger with a U.S. blank-check company.

This year has seen a flurry of SPACs, or special purpose acquisition companies, come to market as businesses have shunned the traditional initial public offering process. SPACs are companies that raise funds to finance a merger deal that takes the target firm public.

In Arrival’s case, the London-based company is set to combine with CIIG Merger Corp, a SPAC set up by U.S. businessman Peter Cuneo. Cuneo previously ran the American personal care brand Remington and comic book publisher Marvel as CEO. He will join Arrival’s board as non-executive chairman, while founder Denis Sverdlov will remain as CEO.

The deal gives Arrival an enterprise value of $5.4 billion — it was last privately valued at 3 billion euros ($3.5 billion) in January — with the combined company expected to raise a total of $660 million in gross cash proceeds. Arrival will list on the Nasdaq under the ticker symbol “ARVL,” with the deal expected to close by early 2021.

What is Arrival?

Arrival competes with Rivian, a company that has won backing from Amazon, in the electric van space. It received a massive order to the tune of 10,000 vehicles from U.S. parcel service UPS, which is also an investor in the company. Arrival’s other backers include Hyundai, Kia and BlackRock.

Arrival says it stands out from other electric vehicle makers as it’s purely focused on the commercial market rather than selling to consumers. Founded in 2015, Arrival says its technology is “vertically integrated” all the way from production to development.

Its two main vehicle products are vans and buses. Avinash Rugoobur, Arrival’s president, told CNBC that it expects to start production on its bus in the fourth quarter of next year, while van production will begin in the second quarter of 2022.

“Our technology is at a maturity level where we’re looking to scale the company rapidly now,” Rugoobur told CNBC in an interview Wednesday.

‘Microfactories’

Rugoobur added that the rise in the market value of Elon Musk’s electric car company Tesla — which is now the world’s most valuable automaker — was a validation of the green energy transition. Arrival’s vehicles can be sold for a price point similar to — and even cheaper than — that of diesel vehicles, he said.

Another thing that the company says makes it unique is its production model. The firm has developed what it calls “microfactories” which are much smaller than traditional auto production lines and can be packed into existing warehouse real estate.

It is aiming to make three to four of these factories — which take up about 20,000 square meters of space and cost $45 million to make — per year. The firm expects to make 10,000 vans a year from each factory.

SPACs have proven an increasingly popular way for companies to list in the U.S., with a number of businesses from space transportation firm Momentus to direct-to-consumer health company Hims merging with blank-check firms.

Nikola, one of the most notable electric vehicle companies to have taken the SPAC route, was the subject of deep controversy this year. Trevor Milton, Nikola’s CEO, stepped down following a scathing report from short-selling firm Hindenburg Research accusing him of fraud. Milton has called the allegations “false.”