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 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. Except as provided in (ii) in the immediately preceding sentence, until December 31, 2022, Kinetik S.à r.l. has agreed to maintain beneficial ownership of at least 50% of the outstanding voting securities of the Company.

The foregoing description of the Registration Rights and Lock-Up Agreement is qualified in its entirety by reference to the full text of the Registration Rights and Lock-Up Agreement which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Assignment, Assumption and Amendment Agreement

On the Closing Date, the Company entered into an Assignment, Assumption and Amendment Agreement with CIIG and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent to assume CIIG’s obligations under the existing Warrant Agreement, dated December 12, 2019 with respect to CIIG’s public and private warrants.

The foregoing description of the Assignment, Assumption and Amendment Agreement is qualified in its entirety by reference to the full text of the Assignment, Assumption and Amendment Agreement which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Nomination Agreement

On the Closing Date, the Company and Kinetik S.à r.l., entered into a Nomination Agreement pursuant to which, in connection with any general meeting at which directors of the Company are to be elected, or any adjournment or postponement thereof, Kinetik S.à r.l. shall have the right to propose for appointment a number of directors that equals a majority of the board (each such Director proposed for appointment by Kinetik S.à r.l., a “Shareholder Director”). At least one-half of the Shareholder Directors must qualify as independent directors under applicable stock exchange rules, subject to any independence requirements established by the listing rules of the stock exchange on which the ordinary shares are listed that would require a greater number of Shareholder Directors to qualify as independent directors, provided that Kinetik S.à r.l. will not be required to nominate any additional independent directors unless and until all of the directors, other than the Shareholder Directors, qualify as independent directors. In addition, the Audit Committee, Compensation Committee and Nominating Committee of the board of directors shall include at least one Shareholder Director so long as he or she is independent. The Nomination Agreement will terminate when Kinetik S.à r.l. and its permitted assigns beneficially own less than 30% of the outstanding shares of the Company.

The foregoing description of the Nomination Agreement is qualified in its entirety by reference to the full text of the Nomination Agreement which is included as Exhibit 10.3 to this Current Report and is incorporated herein by reference.

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.