0001213900-21-048069.txt : 20210914
0001213900-21-048069.hdr.sgml : 20210914
20210914200021
ACCESSION NUMBER: 0001213900-21-048069
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210914
FILED AS OF DATE: 20210914
DATE AS OF CHANGE: 20210914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cuneo Gavin
CENTRAL INDEX KEY: 0001793980
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40802
FILM NUMBER: 211253836
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET FLOOR 29
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CIIG Capital Partners II, Inc.
CENTRAL INDEX KEY: 0001841338
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 861477978
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 40 WEST 57TH STREET 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 2127964796
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: CIIG Merger Corp. II
DATE OF NAME CHANGE: 20210120
3
1
ownership.xml
X0206
3
2021-09-14
0
0001841338
CIIG Capital Partners II, Inc.
CIIGU
0001793980
Cuneo Gavin
CIIG CAPITAL PARTNERS II, INC.
40 WEST 57TH STREET
NEW YORK
NY
10019
1
1
1
0
CO-CEO and Director
Class B Common Stock
Class A Common Stock
7187500
I
See Footnote
As described in the issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
These shares represent Class B Common Stock held by CIIG Management II LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. On July 20, 2021, the Sponsor and the issuer entered into a cancellation agreement pursuant to which the Sponsor forfeited 2,156,250 shares of Class B Common Stock. The Class B Common Stock owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.
As a managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
/s/ Gavin Cuneo
2021-09-14