Item 1.01. Entry into a Material Definitive Agreement.
On March 24, 2021, the merger of Arrival Vault US, Inc., formerly known as CIIG
Merger Corp. ("Arrival Vault," or "CIIG") and ARSNL Merger Sub Inc. ("Merger
Sub") was completed pursuant to the terms of the Business Combination Agreement,
dated November 18, 2020 (the "Business Combination Agreement"), by and among
CIIG, Arrival Luxembourg SARL (formerly Arrival S.à r.l.), a limited liability
company (société à responsabilité limitée) governed by the laws of the Grand
Duchy of Luxembourg ("Arrival S.à r.l."), Arrival (formerly Arrival Group), a
newly-formed joint stock company (société anonyme) governed by the laws of the
Grand Duchy of Luxembourg ("Arrival" or the "Company") and Merger Sub which,
among other things provided for the merger of Merger Sub with and into CIIG (the
"Merger").
In connection with the consummation of the business combination contemplated by
the Business Combination Agreement (the "Business Combination"), "Arrival Group"
was renamed "Arrival," "CIIG Merger Corp." was renamed "Arrival Vault US, Inc."
and "Arrival S.à r.l." was renamed "Arrival Luxembourg SARL". Also in connection
with the consummation of the Business Combination, Arrival Vault and Arrival S.à
r.l. became direct wholly-owned subsidiaries of Arrival. The following
agreements were entered into among the various parties in connection with the
consummation of the Business Combination:
Registration Rights and Lock-Up Agreement
On the Closing Date, the Company, certain persons and entities holding CIIG's
Class B common stock (the "Original Holders") and all shareholders of Arrival
S.à r.l. other than the Arrival S.à r.l. employees holding ordinary shares
granted under the Arrival Restricted Share Plan 2020 (the "New Holders"),
entered into a Registration Rights and Lock-Up Agreement which provides
customary demand and piggyback registration rights. Pursuant to the Registration
Rights and Lock-Up Agreement, the Company agreed that, within 30 calendar days
after the closing of the Business Combination (the "Closing Date"), it will file
with the SEC (at the Company's sole cost and expense) a registration statement
registering the resale of certain ordinary shares held by the Original Holders
and the New Holders, and the Company will use its commercially reasonable
efforts to have the registration statement declared effective as soon as
practicable after the filing thereof, but no later than 90th calendar day (or
120th calendar day if the SEC notifies the Company that it will "review" the
registration statement) following the Closing Date.
The ordinary shares held by the Original Holders which were previously shares of
CIIG Class B common stock are locked-up for a period of one year after the
Closing Date, subject to earlier release on (i) the last consecutive trading day
where the sale price of the ordinary shares equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Closing Date, or (ii) such
date on which the Company completes a liquidation, merger, stock exchange or
other similar transaction that results in all of the Company's stockholders
having the right to exchange their ordinary shares for cash, securities or other
property.
The securities held by the New Holders are locked-up for a period of 180 days
after the Closing Date, subject to earlier release on (i) the last consecutive
trading day where the sale price of the ordinary shares equals or exceeds $12.00
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
On, or before the Closing Date, pursuant to the Business Combination Agreement:
(i) the existing ordinary and preferred shareholders of Arrival S.à r.l.
contributed their respective equity interests in Arrival S.à r.l. to the Company
in exchange for the Company's ordinary shares (the "Exchanges"); (ii) following
the Exchanges, Merger Sub merged with and into CIIG, CIIG changed its name to
Arrival Vault USA, Inc. and all shares of CIIG common stock were exchanged for
the Company's ordinary shares (the "Merger"); (iii) each outstanding warrant to
purchase shares of CIIG's common stock was converted into a warrant to purchase
the Company's ordinary shares; (iv) each Arrival S.à r.l. option, whether vested
or unvested, was assumed by the Company and now represents an option award
exercisable for ordinary shares of the Company; (v) the Arrival S.à r.l.
restricted shares were exchanged for restricted ordinary shares of the Company;
(vi) Arrival S.à r.l. and CIIG became direct, wholly-owned subsidiaries of the
Company; and (vii) the Company changed its name to Arrival.
Immediately following the consummation of the Business Combination, the issued
share capital of the Company consisted of 606,157,267 ordinary shares and
20,112,493 warrants.
The ordinary shares and warrants commenced trading on The NASDAQ Stock Market
LLC under the ticker symbol "ARVL" and "ARVLW," respectively on March 25, 2021.
The foregoing description of the Business Combination Agreement is qualified in
its entirety by reference to the full text of the Business Combination
Agreement, which is included as Exhibit 2.1 to this Current Report and is
incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing; Material Modification to Rights of Security
Holders.
On March 24, 2021, in connection with the consummation of the Business
Combination, CIIG notified Nasdaq that the Business Combination had become
effective and requested that Nasdaq file a Notification of
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Removal from Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to notify the
SEC that CIIG's common stock, warrants and units were to be delisted and
deregistered under Section 12(b) of the Exchange Act. As a result of the
Business Combination having become effective, Nasdaq determined to permanently
suspend trading of CIIG's common stock, warrants and units prior to the opening
of trading on March 25, 2021. The deregistration will become effective 10 days
from the filing of the Form 25, which occurred on March 24, 2021. CIIG intends
to file a Form 15 with the SEC in order to complete the deregistration of CIIG's
securities under the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in
Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by
reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference in
this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Business Combination, each of F.
Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Kristen
O'Hara and Chris Rogers ceased to be a director of Arrival Vault. Following the
consummation of the Business Combination, Avinash Rugoobur and Tim Holbrow were
appointed to serve as directors of Arrival Vault.
Also, in connection with consummation of the Business Combination, the following
officers of Arrival Vault resigned their respective positions: F. Peter Cuneo
resigned as Chief Executive Officer, Gavin Cuneo resigned as Chief Operating
Officer and Mike Minnick resigned as Chief Investment Officer. Following the
consummation of the Business Combination, the board of directors of Arrival
Vault appointed the following officers: Avinash Rugoobur as President and Tim
Holbrow as Secretary and Treasurer.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the consummation of the Business Combination, at the
effective time of the Business Combination, the amended and restated certificate
of incorporation of CIIG was amended to, among other things, change the name of
the surviving corporation to "Arrival Vault USA, Inc." The certificate of
incorporation of the surviving corporation is attached as Exhibit 3.1 hereto and
incorporated herein by reference.
On March 24, 2021 we filed a certificate of amendment to the certificate of
incorporation of Arrival Vault USA, Inc. (the "Charter Amendment") to change the
company's name from Arrival Vault USA, Inc. to "Arrival Vault US, Inc." The
Charter Amendment was filed with the Secretary of State of Delaware, and both
the Charter Amendment and change of name to Arrival Vault US, Inc., became
effective on March 24, 2021. The description of the Charter Amendment is only a
summary and is qualified in its entirety by the full text of such document which
is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Business Combination Agreement, dated as of November 18, 2020,
by and among CIIG Merger Corp., Arrival S.à r.l., Arrival Group
and ARSNL Merger Sub Inc. (incorporated by reference to Exhibit
2.1 to CIIG Merger Corp.'s Form 8-K, File No. 001-39159, filed
with the SEC on November 18, 2020).
3.1 Amended and Restated Certificate of Incorporation of Arrival
Vault USA, Inc., dated as of March 24, 2021.
3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Arrival Vault USA, Inc., dated as
of March 24, 2021.
10.1 Registration Rights and Lock-Up Agreement, dated March 24,
2021, by and between Arrival Group and certain stockholders of
CIIG Merger Corp. and Arrival S.à r.l. (incorporated by reference
to Exhibit 4.7 to Arrival Form 20-F, File No. 001-40286 filed
with the SEC on March 26, 2021).
10.2 Assignment, Assumption and Amendment Agreement, dated March 24,
2021 by and among CIIG Merger Corp., Arrival Group and
Continental Stock Transfer & Trust Company (incorporated by
reference to Exhibit 2.5 to Arrival Form 20-F, File No. 001-40286
filed with the SEC on March 26, 2021).
10.3 Nomination Agreement, dated March 24, 2021, by and between
Arrival Group and Kinetik S.à r.l. (incorporated by reference to
Exhibit 4.8 to Arrival Form 20-F, File No. 001-40286 filed with
the SEC on March 26, 2021)
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