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CORRESP
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CORRESP

 January 20, 2023

VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Division of Corporation Finance

 Attention: Bradley Ecker,
Geoffrey Kruczek, SiSi Cheng, Melissa Gilmore

 Re: Zapp Electric Vehicles Group Ltd

Registration Statement on Form F-4

Filed on December 16, 2022

 File No. 333-268857

 Dear Ladies and Gentleman:

On behalf of Zapp Electric Vehicles Group Ltd (the “Company”), reference is made to the letter dated January 12, 2023 (the
“Comment Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Registration Statement on Form F-4 (the “Registration Statement”). Separately today, the Company has submitted to the Commission Amendment No. 1 to the Registration Statement (“Amendment No. 1”) through EDGAR in
response to the Staff’s comment. Amendment No. 1 has been marked to indicate changes from the Registration Statement. For your convenience, we have set forth below the Staff’s comment as set forth in the Comment Letter, followed by
the Company’s response thereto (including page references to Amendment No. 1, when applicable). Terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1. The Company has reviewed this
letter and authorized us to make the representations to you on their behalf.

 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.

Response: The Company respectfully advises the Staff that the Company did not commission any third-party data for use in the Registration Statement. As a
result, no third-party consents are required under Rule 436.

 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.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 8-11, 31-34 and 101-102 in response to the Staff’s comment.

 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 93 in response to the Staff’s comment.

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 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 39 in response to the Staff’s
comment.

 Risk Factors, page 36

5.    Please revise to describe the risks related to the director nomination agreement.

Response: The Company respectfully acknowledges the Staff’s comment. The Company will revise to note that pursuant to the Founder’s rights under the
Director Nomination Agreement, the Founder will have the ability to nominate a majority of directors to Pubco’s board of directors so long as the Founder maintains certain investment thresholds. See the risk factor on page 84 added in
response to the Staff’s comment.

 6.    Revise to include a risk factor regarding the exclusive forum provision in your
governing documents.

 Response: In response to the Staff’s comment, the Company has added a risk factor on page 83 of Amendment
No. 1.

 If the net proceeds of this offering , page 75

7.    Explain why this risk factor applies to the transaction you are attempting to register.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 87 in response to the Staff’s
comment.

 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 89 of Amendment No. 1.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 102 of Amendment No. 1.

10.    We note from your disclosure on page 86 that consideration paid to Zapp’s shareholders 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 102 of Amendment No. 1.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 104 of Amendment No. 1.

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 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 108 of Amendment No. 1.

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

Response: In response to the Staff’s comment, the Company has revised the disclosure to include the fair value approach of the earn out shares and the
significant assumptions on pages 108-109 of Amendment No. 1. However, the Company has respectfully advised the Staff that the earnout is not remeasured in the post-merger period as it is classified as equity. The stock compensation expense
is recognized based on the grant-date fair value.

 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.

 Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 110 of Amendment No. 1.

 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 111 of Amendment No. 1.

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 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.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on pages 120, 123, 124 in response to the Staff’s comment.

17.    Revise to explain in more detail the discussion of the company’s financials that occurred on
September 27, 2022.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 120 in response to the Staff’s comment.

 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

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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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 126-127 in
response to the Staff’s comment.

 19.    Revise to clarify the reference to “financial advisors” and how the
consultations you mention support the board’s conclusions.

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the disclosure on page 126 in response to the Staff’s comment.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the discussion on pages 16-17
to indicate that, while the parties intend for the Business Combination to qualify as a Section 351 Exchange, due to factual and legal uncertainties as to whether the Business Combination qualifies as a Reorganization, no opinion of counsel
will be provided with respect to the Business Combination’s qualification as a Reorganization. Additionally, we have attached an Exhibit 8.1 opinion to Amendment No. 1.

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.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 168-169 of Amendment No. 1.

 Charging Solution, page 150

 22.    Please disclose who manufactures your charging solutions and the nature of your arrangement with them, if
applicable.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 169 to include a description of
the Company’s charging solutions manufacturer. The Company respectfully advises the Staff that due to commercial sensitivity, the name of the manufacturer has not been disclosed. Through the Company’s supply chain development process, the
Company believes that there are alternative and comparable manufacturers available and continues to evaluate opportunities with other manufacturers.

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 capacity, clarify who will fund that expansion.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 168-169 of Amendment No. 1.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 185-186 of Amendment No. 1.

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 Officer and Director Compensation, page 185

25.    Please ensure your disclosure with regard to Officer and Director Compensation is updated for 2022.

Response: The Company respectfully acknowledges the Staff’s comment and advises that no officer or director compensation was paid by CIIG II for the year
ended December 31, 2022 and has revised the disclosure on pages 207 and 210 in response to the Staff’s comment.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 257 in
response to the Staff’s comment.

 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.

 Response: In response to the Staff’s comment, the Company advises the Staff that it has
submitted the redacted agreement with Summit as Exhibit 10.8 pursuant to Section 601(b)(10)(iv) 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 investo