0001213900-21-048069.txt : 20210914 0001213900-21-048069.hdr.sgml : 20210914 20210914200021 ACCESSION NUMBER: 0001213900-21-048069 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210914 FILED AS OF DATE: 20210914 DATE AS OF CHANGE: 20210914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cuneo Gavin CENTRAL INDEX KEY: 0001793980 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40802 FILM NUMBER: 211253836 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET FLOOR 29 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CIIG Capital Partners II, Inc. CENTRAL INDEX KEY: 0001841338 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 861477978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127964796 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CIIG Merger Corp. II DATE OF NAME CHANGE: 20210120 3 1 ownership.xml X0206 3 2021-09-14 0 0001841338 CIIG Capital Partners II, Inc. CIIGU 0001793980 Cuneo Gavin CIIG CAPITAL PARTNERS II, INC. 40 WEST 57TH STREET NEW YORK NY 10019 1 1 1 0 CO-CEO and Director Class B Common Stock Class A Common Stock 7187500 I See Footnote As described in the issuer's registration statement on Form S-1 (File No. 333-254078) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. These shares represent Class B Common Stock held by CIIG Management II LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. On July 20, 2021, the Sponsor and the issuer entered into a cancellation agreement pursuant to which the Sponsor forfeited 2,156,250 shares of Class B Common Stock. The Class B Common Stock owned by the Sponsor includes up to 937,500 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement. As a managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. /s/ Gavin Cuneo 2021-09-14