UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 7, 2022
CIIG CAPITAL PARTNERS II, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40802 | | 86-1477978 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
40 West 57th Street
29th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 796-4796
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | | CIIGU | | The Nasdaq Stock Market |
| | | | | |
| Class A common stock, par value $0.0001 per share | | CIIG | | The Nasdaq Stock Market |
| | | | | |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | | CIIGW | | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 7, 2022, the board of directors (the “Board”) of CIIG Capital Partners II, Inc. (the “Company”) elected Patricia Wilber as a member of the Board. The Board determined that Ms. Wilber is an “independent director” as defined in the Nasdaq listing standards and applicable rules of the Securities and Exchange Commission.
Ms. Wilber, 61, has served as a member of the board of directors of electroCore,Inc. since March 2022. Ms. Wilber has been a Chief Marketing Officer, global business strategist, and board member who delivers organizational and cultural transformation for branding. She is a pioneer in new franchise models and branded partnerships. Ms. Wilber last served as the Executive Vice President, CMO, and Managing Director of Partnerships, EMEA, the highest position in the marketing department at Disney from 2015 to 2018, where she drove growth for Walt Disney Company’s marquee brands by leading marketing and communications for Disney, Pixar, Star Wars, and Marvel. Additionally, she established and led EMEA’s 40-country integrated marketing, franchise and partnership functions, including a major reorganization of the EMEA channels to boost growth and profitability by significantly reducing expenses. She served on the board of Euro Disney SCA from 2015 to 2018, and Magical Cruise Company, more commonly known as the Disney Cruise Line from 2013 to 2018. Ms. Wilber holds a B.A. in History from Brown University.
There are no arrangements or understandings between Ms. Wilber, on the one hand, and any other person pursuant to which any of Ms. Wilber was selected as a director of the Company. There are no family relationships between Ms. Wilber and any of the Company’s other directors or executive officers, or persons nominated or chosen by the Company to become an executive officer or director of the Company.
There are no transactions between the Company and Ms. Wilber that are subject to disclosure under Item 404(a) of Regulation S-K.
In connection with the appointments, Ms. Wilber has agreed to become a party to that certain letter agreement, dated September 14, 2021, by and among the Company, the Company’s directors and officers, and other certain securities holders (the “Letter Agreement”) and entered into a joinder to the Letter Agreement on October 7, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CIIG Capital Partners II, Inc. |
| | | |
| | By: | /s/ Gavin Cuneo |
| | | Name: | Gavin Cuneo |
| | | Title: | Co-Chief Executive Officer |
| | | |
| Dated: October 12, 2022 | | |
