SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2021-02-26 SEC Accession No. 0001193125-21-060827 (HTML Version on secdatabase.com) FILER Arrival Group Mailing Address Business Address 1, RUE PETERNELCHEN 1, RUE PETERNELCHEN CIK:1835059| IRS No.: 000000000 | State of Incorp.:N4 | Fiscal Year End: 1231 L-2370 HOWALD L-2370 HOWALD Type: 424B3 | Act: 33 | File No.: 333-251339 | Film No.: 21690492 LUXEMBOURG N4 00000 LUXEMBOURG N4 00000 SIC: 3711 Motor vehicles & passenger car bodies 352-621-266-815 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-251339 CIIG Merger Corp. 40 West 57th Street 29th Floor New York, New York 10019 Dear CIIG Merger Corp. Stockholders: You are cordially invited to attend the special meeting of stockholders of CIIG Merger Corp., which we refer to as we, us, our, or CIIG, at 10:00 a.m., Eastern time, on March 19, 2021, at www.virtualshareholdermeeting.com/CIIC2021SM. At the special meeting of stockholders, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the Business Combination Proposal, to approve and adopt the business combination agreement, dated November 18, 2020 (as may be amended, supplemented, or otherwise modified from time to time, the Business Combination Agreement), by and among CIIG, Arrival S.à r.l. (Arrival), ARSNL Merger Sub Inc. (Merger Sub), and Arrival Group (Holdco) and the Business Combination (as defined below) contemplated thereby. Holdco is a direct wholly-owned subsidiary of Arrival and Merger Sub is a direct wholly-owned subsidiary of Holdco. Pursuant to the Business Combination, (i) the existing ordinary and preferred shareholders of Arrival have each concurrently entered into separate exchange agreements (the Exchange Agreements) to contribute their respective equity interests in Arrival to Holdco in exchange for Holdco Ordinary Shares (as defined below) (the Exchanges), which Arrival shares are deemed to have a value of approximately US $5.3 billion (the Aggregate Exchange Consideration), and (ii) following the Exchanges, CIIG will merge with and into Merger Sub and all shares of CIIG common stock will be exchanged for Holdco Ordinary Shares (the Merger). Upon consummation of the Business Combination, Arrival and CIIG will become direct wholly- owned subsidiaries of Holdco. Holdco is expected to issue an aggregate of 606,178,750 Holdco Ordinary Shares upon consummation of the Exchanges and the Merger. In connection with the Business Combination, CIIG has obtained commitments from institutional investors (each a Subscriber) to purchase 40,000,000 shares of CIIG Class A Common Stock at a purchase price of $10.00 per share in a private placement, which will be converted into Holdco Ordinary Shares in connection with the Closing (the PIPE Shares). CIIGs class A common stock and CIIGs units and warrants are currently listed on The Nasdaq Stock Market (Nasdaq) under the symbols CIIC, CIICU and CIICW, respectively. Holdco intends to apply to list the Holdco Ordinary Shares and Holdco Warrants on Nasdaq in connection with the Closing. We cannot assure you that the Holdco Ordinary Shares or the Holdco Warrants will be approved for listing on Nasdaq. Upon consummation of the Business Combination, Kinetik S.à r.l., the majority shareholder of Arrival, will own 76.43% of the outstanding Holdco Ordinary Shares and will have the right to propose for appointment a majority of the board of directors until it owns less than 30% of the Holdco Ordinary Shares. Accordingly, Holdco will be a controlled company under Nasdaq corporate governance rules. Holdco is a foreign private issuer and an emerging growth company under the applicable Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. We are providing this proxy statement/prospectus and accompanying proxy cards to our stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements of the special meeting of stockholders. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled Risk Factors, beginning on page 45. Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders. When you consider the board of directors recommendation of these proposals, you should keep in mind that certain of our directors and our officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled The Business CombinationInterests of CIIGs Directors and Officers in the Business Combination. On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination. Sincerely, /s/ F. Peter Cuneo February 26, 2021 F. Peter Cuneo Chief Executive Officer and Chairman This proxy statement/prospectus is dated February 26, 2021 and is first being mailed to the stockholders of CIIG on or about that date. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CIIG Merger Corp. 40 West 57th Street 29th Floor New York, New York 10019 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON March 19, 2021 To the Stockholders of CIIG Merger Corp.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the special meeting of stockholders) of CIIG Merger Corp., a Delaware corporation (CIIG), will be held on March 19, 2021, at 10:00 a.m., Eastern time, at www.virtualshareholdermeeting.com/CIIC2021SM. You are cordially invited to attend the special meeting of stockholders for the following purposes: (1) The Business Combination Proposal: to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of November 18, 2020, as may be amended, (the Business Combination Agreement), by and among CIIG, Arrival S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg (Arrival), ARSNL Merger Sub Inc., a Delaware corporation (Merger Sub) and Arrival Group, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (Holdco), pursuant to which each of the following transactions occurred, or will occur, in the following order: pursuant to separate contribution and exchange agreements that each holder of Arrivals preferred A convertible preference shares, with a nominal value of EUR 0.25 per share (the Arrival Preferred Shares, and such holders of Arrival Preferred Shares, the Arrival Preferred Shareholders), entered into with Holdco concurrently with the execution of the Business Combination Agreement (the Arrival Preferred Shareholder Exchange Agreements), on January 4, 2021, each Arrival Preferred Shareholder contributed its respective Arrival Preferred Shares to Holdco, in each case, in exchange for a number of ordinary shares of Holdco (Holdco Ordinary Shares) based on an exchange ratio of 0.5581634737 Holdco Ordinary Shares for one Arrival Preferred Share (the First Exchange); (a) pursuant to separate contribution and exchange agreements that each holder of Arrivals ordinary shares, with a nominal value of EUR 0.25 per share (the Arrival Ordinary Shares, and together with the Arrival Preferred Shares, the Arrival Shares and such holders of Arrival Ordinary Shares, the Arrival Ordinary Shareholders), entered into with Holdco concurrently with the execution of the Business Combination Agreement (the Arrival Ordinary Shareholder Exchange Agreements, and, together with the Arrival Preferred Shareholder Exchange Agreements, the Exchange Agreements), on the day immediately preceding the Merger, each Arrival Ordinary Shareholder will contribute its respective Arrival Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares based on an exchange ratio of 0.5581634737 Holdco Ordinary Shares for one Arrival Ordinary Share (the Second Exchange, and, together with the First Exchange, the Exchanges), (b) as of the effectivenss of the Second Exchange (the Second Exchange Effective Time), the valuation of the Arrival Shares contributed to Holdco by the Arrival Shareholders against new Holdco Ordinary Shares pursuant to the Exchanges is deemed to be US $5,338,350,000 (the Aggregate Exchange Consideration) and (c) immediately following the Second Exchange Effective Time, Arrival will be a direct wholly-owned subsidiary of Holdco; on the first business day following the Second Exchange Effective Time and immediately prior to the