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): September 27, 2022

CIIG CAPITAL PARTNERS II, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40802		86-1477978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

40 West 57th Street

29^thFloor

New York, New York

10019

(Address of Principal Executive Offices)

(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 (see General Instruction A.2. below):

☐	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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 27, 2022, CIIG Capital Partners II, Inc. (the “Company”) received a deficiency notice from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of the resignation of Kristen O’Hara, a member of the board of directors of the Company (the “Board”) on April 21, 2022, the Company is not in compliance with the continued listing requirements set forth in Nasdaq Listing Rule 5605 regarding the composition of the Board, because a majority of the Board is not comprised of independent directors.

The Nasdaq letter further provided that consistent with Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq will provide the Company with a cure period in order to regain compliance with such rule until the earlier to occur of (i) its next annual stockholders meeting or April 21, 2023; or (ii) if the next annual stockholders’ meeting is held before October 18, 2022, then the Company must evidence compliance no later than October 18, 2022.

The Company expects to regain compliance with Nasdaq Listing Rule 5605 prior to the expiration of the cure period provided by Nasdaq.

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.

Dated: September 29, 2022

	CIIG CAPITAL PARTNERS II, INC.

By:	/s/ Gavin Cuneo
	Name:	Gavin Cuneo
	Title:	Co-Chief Executive Officer