LIONTREE ADVISORS LLC 000 Xxxxx Xxx,
00xx Xxxxx
Xxx Xxxx, XX
00000
Xxxxxx Xxxxxx
November 11, 2022
Securities and Exchange Commission
000 X Xxxxxx, X.X.
Washington, D.C. 20549
To Whom It May Concern:
Reference is made to the underwriting agreement, dated September 14, 2021 (the
"Underwriting
Agreement"), by and among LionTree Advisors LLC ("LionTree"), Barclays Capital
Inc., UBS Securities
LLC and CIIG Capital Partners II, Inc. (the "Company'') related to the
Company's initial public offering
(the "IPO").
LionTree was informed that the Company intends to pursue a business combination
with Zapp Electric
Vehicles Limited or one of its affiliate(s) (the "Target") (the "Business
Combination"). LionTree has not
been engaged by the Company, the Sponsor (as defined in the Underwriting
Agreement) or the Target
regarding the Business Combination. However, because XxxxXxxx served as one of
the Company's
underwriters on the IPO, LionTree will be entitled to the Deferred Discount (as
defined in the
Underwriting Agreement) if the Business Combination is consummated.
This letter is to advise you that, effective as of November 11, 2022, XxxxXxxx
has resigned from, or
ceased or refused to act in, every capacity and relationship in which LionTree
may otherwise be described
in any registration statement for the Business Combination (the "Registration
Statement") as acting or
agreeing to act (including, without limitation, any capacity or relationship
(A) required to be described
under Paragraph (5) of Schedule A (15 U.S.C. 77aa) or (B) for which consent is
required under Section 7
of the Securities Act of 1933, as amended (the "Securities Act")) with respect
to the Business
Combination. LionTree has also waived any Deferred Discount solely with respect
to the Business
Combination.
Therefore, LionTree hereby advises you, pursuant to Section ll(b)(l) of the
Securities Act, that none of
LionTree, any person who controls it (within the meaning of either Section 15
of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended) or any of its
affiliates (within the
meaning of Rule 405 under the Securities Act) will be responsible for any part
of the Registration
Statement. This notice is not intended to constitute an acknowledgment or
admission that LionTree has
been or is an underwriter (within the meaning of Section 2(a)(l 1) of the
Securities Act or the rules and
regulations promulgated thereunder) with respect to the Business Combination.
Very truly yours,
LionTree Advisors LLC
By: I!_~
Xxx0xxxxxxx Xxxx
Title: Managing
Director
