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February 27, 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
Amendment No. 4 to Registration Statement on Form F-4
Filed on February 24, 2023
File No. 333-268857
Dear Kiattipong Arttachariya:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 16, 2023 letter.
Amendment No.4 to Registration Statement on Form F-4
Impact of the Business Combination on Pubco's Public Float, page 33
1.Please tell us how you considered including the shares related to the issuance of $6.1
million of Zapp Convertible Loan Notes in the ownership tables on pages 9 and 33. In this
regard, we note that the $6.1 million convertible notes have been issued and will be
automatically converted to Zapp Ordinary Shares either prior to or simultaneously with
the closing of the Business Combination.

 FirstName LastNameKiattipong Arttachariya
 Comapany NameZapp Electric Vehicles Group Ltd
 February 27, 2023 Page 2
 FirstName LastNameKiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
February 27, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 100
2.Refer to Note 4(P) on page 114 and Note 5(I) on page 115.  We note your adjustments
assume the receipt of $11.5 million of short-term borrowings proceeds. Please tell us and
disclose if you have any existing financing arrangements for the short-term borrowings
and provide sufficient detail of the terms of the arrangements. To the extent you do not
have such arrangements in place, please revise your disclosures to address the following:
•Remove the pro forma effect of these adjustments.
•Provide a question and answer in the “Questions and Answers About the Business
Combination” section of the filing to discuss the uncertainty surrounding the
consummation of the business combinations and potential impact on CIIG II's public
shareholders in light of your potential cash shortfall. In this regard, we note that while
you do not have a minimum cash amount that is necessary to close the merger beyond
the $5,000,001 net tangible asset requirement, it appears that in the maximum
redemption scenario, CIIG II does not have the ability to fund the acquisitions due to
the material negative cash balance after removing the pro forma effect of the $11.5
million short-term borrowing proceeds.
3.We note your disclosure that you cannot consummate the proposed Business Combination
if you have less than $5,000,001 of net tangible assets remaining after the closing. We
also note that in the maximum redemption scenario, it appears that you are unable to
maintain at least $5,000,001 in net tangible assets. Please revise your disclosures to
address the following:
•Expand your risk factor discussion under “CIIG II may not have sufficient funds to
consummate the Business Combination” on page 89 to discuss the risks arising from
the maximum redemption scenario, including the magnitude of the potential cash
shortfall and your inability to fund the acquisition in the event you do not obtain
sufficient funding from the issuance of Zapp Convertible Loan Notes, and the
possibility that you may fail to meet the net tangible assets requirement and will not
be able to proceed with the business combination.
•Identify a scenario depicting the maximum number (and dollar amount) of CIIG II
common shares that may be redeemed to maintain a sufficient amount of net tangible
assets after redemption for the business combination to proceed. The additional
scenario should also be presented within your pro forma financial statements.

            You may contact SiSi Cheng at (202) 551-5004 or Melissa Gilmore at (202) 551-3777 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,

 FirstName LastNameKiattipong Arttachariya
 Comapany NameZapp Electric Vehicles Group Ltd
 February 27, 2023 Page 3
 FirstName LastName
Kiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
February 27, 2023
Page 3
Division of Corporation Finance
Office of Manufacturing
cc:       Rachel Wong