SCHEDULE 13D
This Amendment No. 1 (Amendment No. 1) amends and supplements the Schedule 13D filed jointly by CIIG Management III LLC, a Delaware
limited liability company (CIIG Mgmt III), and Michael Minnick (together, the Reporting Persons) with the SEC on January 27, 2023 (the Original Schedule 13D and, together with Amendment No. 1, the
Schedule 13D). The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 1. Capitalized terms used but not defined herein shall have the meaning set forth in the Original
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of Ordinary Shares that the Reporting Persons may be deemed to beneficially own is determined in accordance with the rules of the
SEC and is based on 4,196,485 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares issued and outstanding as reported in the Issuers Current Report on Form 8-K filed with the SEC on
February 9, 2023. Based on the foregoing, the Reporting Persons may be deemed to beneficially own 51.0% of the Issuers Ordinary Shares in the aggregate.
Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Ordinary
Shares reported on the cover pages to this Schedule 13D for each such Reporting Person. See also Items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of Ordinary Shares and the percentage of Ordinary
Shares beneficially owned by each of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby supplemented to incorporate the following at the end thereof:
Non-Redemption Agreements
Beginning on January 31, 2023, and continuing until the February 9, 2023 Extraordinary General Meeting of shareholders called by the Issuer (the
Extraordinary General Meeting) to approve an extension of time for the Issuer to consummate an initial business combination, the Issuer and CIIG Mgmt III entered into certain non-redemption
agreements and assignments of economic interests (the Non-Redemption Agreements) with certain investors (the Investors).
The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 1,500,000
Class B Ordinary Shares held by CIIG Mgmt III to the Investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the Extraordinary General Meeting. Pursuant to the
Non-Redemption Agreements, CIIG Mgmt III has agreed to transfer to such Investors an aggregate of 1,500,000 ordinary shares in connection with the consummation of an initial business combination.