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January 12, 2023
Kiattipong Arttachariya
Chief Financial Officer
Zapp Electric Vehicles Group Ltd
87/1 Wireless Road
26/F Capital Tower
All Seasons Place
Lumpini, Patumwan
Bangkok 10330 Thailand
Re:Zapp Electric Vehicles Group Ltd
Registration Statement on Form F-4
Filed on December 16, 2022
File No. 333-268857
Dear Kiattipong Arttachariya:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed December 16, 2022
Market and Industry Data, page 1
1.We note that the prospectus includes "research and studies conducted by third
parties." Please clarify whether you commissioned any of the third-party data presented in
your registration statement.  To the extent that you commissioned any such data, please
provide the consent of the third party in accordance with Rule 436.

 FirstName LastNameKiattipong Arttachariya
 Comapany NameZapp Electric Vehicles Group Ltd
 January 12, 2023 Page 2
 FirstName LastName
Kiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
January 12, 2023
Page 2
Q. What equity stake will current CIIG II stockholders and Zapp Shareholders have in Pubco
after the Closing?, page 7
2.Revise your disclosure here and in your Unaudited Pro Forma Condensed Combined
Financial Information section to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
Impact of the Business Combination on Pubco's Public Float, page 25
3.You disclose on pages 7 and 25 that CIIG II’s existing stockholders including the Sponsor
will own approximately 45.6% of the issued and outstanding Pubco Ordinary Shares upon
completion of the Business Combination.  You also disclose on page 80 that these
stockholders will own approximately 41.3% of the issued and outstanding Pubco Ordinary
Shares upon completion of the Business Combination. Please revise to reconcile the
discrepancies.
Selected Historical Financial Data of CIIG II, page 30
4.Your Basic and Diluted Net Income (Loss) per Share amounts for the nine months ended
September 30, 2022 disclosed in the Income Statement Data table do not appear consistent
with the amounts disclosed on page F-23. Please revise.
Risk Factors, page 36
5.Please revise to describe the risks related to the director nomination agreement.
6.Revise to include a risk factor regarding the exclusive forum provision in your governing
documents.
If the net proceeds of this offering , page 75
7.Explain why this risk factor applies to the transaction you are attempting to register.
Beginning in January 2022, page 77
8.Please revise to clarify the meaning of the disclosure in this risk factor and its applicability
to Zapp.
Unaudited Pro Forma Condensed Combined Financial Information, page 85
9.Refer to footnote (2) to the table on page 86. Please revise to also discuss the exclusion of
earnout shares. In this regard, we note from your disclosure on page 86 that 8,518,290
Pubco Ordinary Shares may be issued to certain Zapp’s shareholders upon the satisfaction
of certain earnout conditions.
10.We note from your disclosure on page 86 that consideration paid to Zapp’s shareholders

 FirstName LastNameKiattipong Arttachariya
 Comapany NameZapp Electric Vehicles Group Ltd
 January 12, 2023 Page 3
 FirstName LastNameKiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
January 12, 2023
Page 3
upon the closing of the Business Combination includes a number of Pubco Ordinary
Shares equal to the amount of any convertible financing received by Zapp in excess of
$20,000,000 in the aggregate and actually converted to ordinary common shares of Zapp
in advance of the closing divided by the effective conversion price. Please revise footnote
(3) to the table on page 86 to clarify whether those shares are included in the amounts
disclosed in the table.

Unaudited Pro Forma Condensed Combined Statement of Financial Position, page 89
11.Please disclose the pro forma common stock issued and outstanding on the face of the pro
forma balance sheet.
12.Please revise your pro forma adjustment 4(E) to include the $20,000,000 transaction costs
as a cash adjustment rather than reflecting those costs and an adjustment to accrued
expenses. In this regard, we believe this will result in a more appropriate depiction of your
pro forma cash balance.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial
Position, page 94
13.Refer to Adjustment 4(K). We note the earnout shares are expected to be recognized at
fair value of $72.6 million upon the closing of the Business Combination and classified as
equity. Please disclose and more fully explain how you determined the fair value of the
earnout shares, including the material assumptions, and provide a sensitivity analysis that
discloses the potential impact changes in the post-merger stock price would have on the
pro forma balance sheet and pro forma statement of net loss
Note 5 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of Profit or Loss,
page 95
14.Refer to adjustment 5(G). Please revise to disclose the number of potentially dilutive
securities that have been excluded from pro forma loss per share calculations because they
are anti-dilutive.
Comparative per Share Data, page 96
15.It appears that the shares subject to possible redemption are excluded from the numerator
(i.e., total equity) but are included in the denominator (i.e., total shares outstanding) in
your calculation of book value per share for CIIG II as of September 30, 2022. Please tell
us why you believe your calculation is appropriate.
The Background of the Business Combination, page 102
16.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, valuation, structure, consideration,
proposals and counter-proposals, and the minimum cash amount. In your revised

 FirstName LastNameKiattipong Arttachariya
 Comapany NameZapp Electric Vehicles Group Ltd
 January 12, 2023 Page 4
 FirstName LastNameKiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
January 12, 2023
Page 4
disclosure, please explain the reasons for the terms, such as the initial terms proposed in
the LOI, each party's position on the issues, and how you reached agreement on the final
terms.
17.Revise to explain in more detail the discussion of the company's financials that occurred
on September 27, 2022.
CIIG II's Board of Directors' Reasons for the Approval of the Business Combination, page 107
18.Please expand to discuss in greater detail the matters specified in the last three bullet
points on page 108 and how those matters relate to and support the board's decision
regarding the transaction and its valuation of Zapp, including the valuations referenced on
page 34 of your investor presentation in the Form 8-K dated November 22, 2022.
Likewise, if the board reviewed projected or prospective financial information of Zapp in
connection with the Business Combination, revise to include such information in the
proxy statement/prospectus and explain how it relates to the board's conclusions and
reasons for the transaction.
19.Revise to clarify the reference to "financial advisors" and how the consultations you
mention support the board's conclusions.
Materia U.S. Federal Income Tax Considerations, page 127
20.Reconcile your disclosure on page 13 regarding an inability to opine with Exhibit 8.1 in
your exhibit index.  In this regard, it appears that the tax consequences described in this
section are material and/or unusual or complex and, therefore, a tax opinion is required.
Please refer to Staff Legal Bulletin No. 19 for guidance on the form and content of tax
opinions.
Zapp's Manufacturing Approach, page 149
21.We note your disclosure that "Summit will be responsible for the procurement of [y]our
parts." We also note your disclosure that you "source [y]our bodywork from composites
with green-to-make materials..." Please expand your disclosure to discuss what oversight
you have, if any, over the supply chains through which Summit will procure your
components in its manufacturing process.
Charging Solution, page 150
22.Please disclose who manufactures your charging solutions and the nature of your
arrangement with them, if applicable.
Establishing contract manufacturing capacity, page 162
23.Refer to the disclosure here, page 149 and elsewhere regarding the increase in production
to 300,000.  Clarify whether Summit has the current capacity to produce that number of
units of your product or whether it needs to expand its capacity.  If it needs to expand

 FirstName LastNameKiattipong Arttachariya
 Comapany NameZapp Electric Vehicles Group Ltd
 January 12, 2023 Page 5
 FirstName LastNameKiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
January 12, 2023
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capacity, clarify who will fund that expansion.
Liquidity and Capital Resources, page 166
24.Please quantify and more fully disclose and discuss your short and long term liquidity
requirements and priorities, including potential changes in your priorities based on the
impact of changes in the amount of cash available to the post-merger company due to the
amount of cash redemptions by shareholders, and your planned delivery of i300 in 2023.
Officer and Director Compensation, page 185
25.Please ensure your disclosure with regard to Officer and Director Compensation is
updated for 2022.
Where you can find more information, page 235
26.Please tell us the authority on which you relied to include the second paragraph of this
section.
Exhibits
27.Please file your manufacturing agreement with Summit as an exhibit to your registration
statement. Refer to Item 601(b)(10) of Regulation S-K.
General
28.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
29.Please quantify the aggregate dollar amount and describe the nature of what the sponsor,
its affiliates, and the anchor investors have at risk that depends on completion of a
business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company’s officers and directors, if
material.

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 Comapany NameZapp Electric Vehicles Group Ltd
 January 12, 2023 Page 6
 FirstName LastNameKiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
January 12, 2023
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30.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
31.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
32.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
33.Please disclose the sponsor, its affiliates', and the anchor investors' total potential
ownership interest in the combined company, assuming exercise and conversion of all
securities.
34.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement. Please also disclosure whether
the anchor investors have agreed to waive their redemption rights.
35.We note your disclosure that the anchor investors have entered into separate agreements
with your sponsor pursuant to which the anchor investors will purchase founders shares
and private warrants upon the closing of the business combination. Please revise to
explain the purpose of this agreement and to provide more prominent disclosure, wherever
applicable, related to these agreements, and expand your disclosure to describe the
material terms of the agreements, including the selling price of securities and obligations
of the parties. Please also file these agreements as exhibits to your registration statement.
36.Please tell us whether you have entered into any agreements to ensure that the business
combination is closed and that the minimum net tangible assets condition is met.
37.We note that Barclays Capital Inc. is ending its role with respect to the business
combination. Please revise to describe Barclays' role and explain how its resignation may
impact the transaction. Please provide us with any correspondence between Barclays and
CIIG Capital Partners II, Inc. relating to Barclays’ resignation. Note that this comment is
not limited to paper correspondence.
38.Please tell us whether Barclays was involved in the preparation of any disclosure that is
included in the registration statement, or material underlying disclosure in the registration
statement, including but not limited to the disclosure regarding the summary of the
financial analyses prepared by Zapp's management and reviewed by the board of directors
of CIIG Capital Partners II or the projected financial information of Zapp. If Barclays was
involved in preparing this disclosure, please also include a risk factor describing their role
in connection with the preparation of the registration statement and the valuation of Zapp

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 Comapany NameZapp Electric Vehicles Group Ltd
 January 12, 2023 Page 7
 FirstName LastNameKiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
January 12, 2023
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and that they disclaim any liability in connection with such disclosure included in the
registration statement. If applicable, please also disclose the rationale for continuing to
rely on information disclaimed by the professional organiz