Sec Form 3 Filing - Atalaya Capital Management LP @ CIIG Capital Partners II, Inc. - 2023-04-26

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol CIIG Capital Partners II, Inc. [ CIIG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE ROCKEFELLER PLAZA, 32ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2023 (Street) NEW YORK, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Public Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 359,371 I See footnote ( 2 ) Public Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 114,011 I See footnote ( 3 ) Public Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 200,671 I See footnote ( 4 ) Public Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 134,879 I See footnote ( 5 ) Public Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 269,192 I See footnote ( 6 ) Private Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 670,072 I See footnote ( 2 ) Private Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 212,702 I See footnote ( 3 ) Private Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 374,139 I See footnote ( 4 ) Private Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 251,503 I See footnote ( 5 ) Private Warrants ( 7 ) ( 9 ) ( 8 ) ( 8 ) Class A Common Stock 502,001 I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atalaya Capital Management LP ONE ROCKEFELLER PLAZA, 32ND FLOOR NEW YORK, NY10020 X ACM ARRT I LLC ONE ROCKERFELLER PLAZA 32ND FLOOR NEW YORK, NY10020 X Signatures Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory 05/08/2023 Signature of Reporting Person Date ACM ARRT I LLC By: /s/ Drew Phillips, Authorized Signatory 05/08/2023 Signature of Reporting Person Date

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 CIIGManagement 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.

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 4(b)(v).

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