SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Atalaya Capital Management LP

(Last)

(First)

(Middle)

ONE ROCKEFELLER PLAZA, 32ND FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2023

3. Issuer Name and Ticker or Trading Symbol
CIIG Capital Partners II, Inc. [ CIIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	2,425,555⁽²⁾	I	See footnote⁽²⁾
Class A Common Stock⁽¹⁾	769,554⁽³⁾	I	See footnote⁽³⁾
Class A Common Stock⁽¹⁾	1,207,076⁽⁴⁾	I	See footnote⁽⁴⁾
Class A Common Stock⁽¹⁾	80,475⁽⁵⁾	I	See footnote⁽⁵⁾
Class A Common Stock⁽¹⁾	160,269⁽⁶⁾	I	See footnote⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Public Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	359,371	⁽⁹⁾	I	See footnote⁽²⁾
Public Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	114,011	⁽⁹⁾	I	See footnote⁽³⁾
Public Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	200,671	⁽⁹⁾	I	See footnote⁽⁴⁾
Public Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	134,879	⁽⁹⁾	I	See footnote⁽⁵⁾
Public Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	269,192	⁽⁹⁾	I	See footnote⁽⁶⁾
Private Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	670,072	⁽⁹⁾	I	See footnote⁽²⁾
Private Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	212,702	⁽⁹⁾	I	See footnote⁽³⁾
Private Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	374,139	⁽⁹⁾	I	See footnote⁽⁴⁾
Private Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	251,503	⁽⁹⁾	I	See footnote⁽⁵⁾
Private Warrants⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	502,001	⁽⁹⁾	I	See footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Atalaya Capital Management LP

(Last)

(First)

(Middle)

ONE ROCKEFELLER PLAZA, 32ND FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACM ARRT I LLC

(Last)

(First)

(Middle)

ONE ROCKERFELLER PLAZA

32ND FLOOR

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reporting persons held shares of Class A common stock of CIIG Capital Partners II, Inc. ("CIIG") prior to the consummation of the business combination (the "Business Combination") between CIIG and Zapp Electric Vehicles Group Limited ("Zapp"), following which, such shares were exchanged for ordinary shares of Zapp, the post-business combination company, on a one-for-one basis.

2. The securities are held by ACM ASOF VII (Cayman) Holdco LP ("ASOF"), of which Atalaya Capital Management LP ("ACM") is the Manager and has investment and dispositive power over these shares. 2,211,146 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. 214,409 of the shares and 670,072 warrants are held directly by CIIG Management II LLC, CIIG's sponsor (the "Sponsor"), and are distributable to ASOF within 60 days.

3. The securities are held by Atalaya Special Purpose Investment Fund II LP ("ASPIF II"), of which ACM is the Manager and has investment and dispositive power over these shares. 701,494 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. The remaining 68,060 of the shares and 212,702 warrants are held directly by the Sponsor, and are distributable to ASPIF II within 60 days.

4. The securities are held by ACM Alameda Special Purpose Investment Fund II LP ("Alameda"), of which ACM is the Manager and has investment and dispositive power over these shares. 1,087,360 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. 119,716 of the shares and 374,139 warrants are held directly by the Sponsor, and are distributable to Alameda within 60 days.

5. These securities are held by Corbin Opportunity Fund, LP ("Corbin Opportunity"). 80,475 of the shares and 251,503 warrants are held directly by the Sponsor, and are distributable to Corbin Opportunity within 60 days. ACM has the power to vote and direct the disposition of all shares held by Corbin Opportunity, and as a result, may be deemed to beneficially own the securities held by Corbin Opportunity. ACM disclaims beneficial ownership of the securities held by Corbin Opportunity except to the extent of its pecuniary interest therein.

6. These securities are held by Corbin ERISA Opportunity Fund, Ltd ("COEF"). 160,629 of the shares and 502,001 warrants are held directly by the Sponsor, and are distributable to COEF within 60 days. ACM has the power to vote and direct the disposition of all shares held by COEF, and as a result, may be deemed to beneficially own the securities held by COEF. ACM disclaims beneficial ownership of the securities held by COEF except to the extent of its pecuniary interest therein.

7. The reporting persons held warrants of CIIG prior to the consummation of the Business Combination, with each warrant entitling the holder thereof to purchase one whole share of CIIG Class A common stock at a price of $11.50 per share. Following consummation of the Business Combination on April 28, 2023, each warrant was exchanged on a one-for-one basis for a warrant of Zapp entitling the holder thereof to purchase one whole ordinary share of Zapp at a price of $11.50 per ordinary share, the post-business combination company.

8. The warrants are exercisable 30 days after consummation of the issuer's initial business combination, or May 28, 2023, and expire on the fifth anniversary of the issuer's initial business combination, or April 28, 2028.

9. Each warrant entitles the holder thereof to purchase one whole share at a price of $11.50 per share.

	Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory	05/08/2023
	ACM ARRT I LLC By: /s/ Drew Phillips, Authorized Signatory	05/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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