as, as a company, do they share my values about sustainability, and things like that, which I think in the age of social media, becomes very important because people can look and find these
things about you. And we knowingly advocate these things, and promote that we are the forefront of these things significantly ahead of all the legacy companies and all the other pure play EV two-wheel Cos.
Forward-Looking Statements
This document contains
certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the proposed business combination (the Business Combination) between Zapp Electric Vehicles Limited (Zapp), Zapp Electric
Vehicles Group Limited (PubCo) and CIIG Capital Partners II, Inc. (CIIG II), including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the anticipated growth in the industry in
which Zapp operates and anticipated growth in demand for Zapps products, projections of Zapps future financial results and possible growth opportunities for Zapp. These forward-looking statements generally are identified by the words
believe, project, expect, anticipate, estimate, intend, strategy, future, budget, opportunity, plan, may,
should, will, would, will be, will continue, will likely result, and similar expressions. These statements involve risks, uncertainties and other factors that may cause actual
results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. 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 IIs securities, (ii) the risk that the transaction may not be completed
by CIIG IIs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CIIG II, (iii) the failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the merger agreement by the stockholders of CIIG II, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger agreement, (vi) the effect of the announcement or pendency of the transaction on Zapps business relationships, performance, and business generally, (vii) risks
that the proposed Business Combination disrupts current plans of Zapp or diverts managements attention from Zapps ongoing business operations and potential difficulties in Zapps employee retention as a result of the proposed
Business Combination, (viii) the outcome of any legal proceedings that may be instituted against Zapp, Pubco, CIIG II or their respective directors or officers related to the proposed Business Combination, (ix) the ability of Pubco, CIIG
II or a successor thereto to maintain the listing of its securities on The Nasdaq Stock Market LLC, (x) volatility in the price of the securities of Pubco, CIIG II or a successor thereto due to a variety of factors, including changes in the
competitive and highly regulated industries in which Zapp plans to operate, variations in performance across competitors, changes in laws and regulations affecting Zapps business and changes in the combined capital structure, (xi) the
ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities, (xii) the risk of downturns in the highly competitive electric
vehicle industry, (xiii) the ability of Zapp to build the Zapp brand and consumers recognition, acceptance and adoption of the Zapp brand, (xiv) the risk that Zapp may be unable to develop and manufacture electric vehicles of
sufficient quality and on schedule and scale, that would appeal to a large customer base, (xv) the risk that Zapp has a limited operating history, has not yet released a commercially available electric vehicle and does not have experience
manufacturing or selling a commercial product at scale and (xvi) the risk that Zapp may not be able to effectively manage its growth, including its design, research, development and maintenance capabilities.