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                            February 2, 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. 1 to
Registration Statement on Form F-4
                                                            Filed on January
20, 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
January 12, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4 filed January 20,
2023

       CIIG II's Board of Directors' Reasons for the Approval of the Business
Combination, page 26

   1.                                                   We note your response
to our prior comment 19. Please revise to clarify how the
                                                        consultations with SAP
you mention support the board   s conclusions.
       Risk Factors
       "CIIG II's stockholders will have a reduced ownership......", page 93
 Kiattipong Arttachariya
FirstName  LastNameKiattipong
Zapp Electric Vehicles Group LtdArttachariya
Comapany2,NameZapp
February    2023      Electric Vehicles Group Ltd
February
Page  2 2, 2023 Page 2
FirstName LastName
2.       We note your revisions in response to prior comment 3 and reissue the
comment. Your
         statement on page 93 indicating that CIIG II   s stockholders
including the Sponsor will
         own approximately 40% of the Pubco Ordinary Shares issued and
outstanding
         immediately after the consummation of the Business Combination does
not appear
         consistent with the ownership data presented on pages 9, 32, and 101.
Please revise or
         advise.
Unaudited Pro Forma Condensed Combined Financial Information, page 98

3.       We note your revisions on page 102 and that the share amounts include
shares to be issued
         up to $20,000,000. However, it still unclear whether the share amounts
disclosed
         include any shares that may be issued to Zapp's existing shareholders
in the event any
         convertible financing received by Zapp exceeds $20,000,000. Please
explain or revise
         footnote (3).
Comparative per Share Data, page 111

4.       We note your revisions on page 111 in response to prior comment 15.
However, it appears
         to us that book value per share for CIIG II should be calculated by
dividing total
         shareholder   s deficit at September 31, 2022 by CIIG II ordinary
shares outstanding in
         permanent equity at September 31, 2022. Please revise or advise.

The Background of the Business Combination, page 118

5.       We note your revisions in response to prior comments 16 and 18. Please
revise to clarify
         the analysis used to determine the initial $500 million valuation
initially proposed, as
         disclosed on page 120. Also revise to clarify how the factors and
valuations discussed on
         pages 126-27 resulted in your conclusions regarding the valuation of
Zapp.
Material U.S. Federal Income Tax Considerations, page 146

6.       We note your response to our prior comment 20 but are unable to agree
that a tax opinion
         is not required by Item 601(b)(8) of Regulation S-K or Staff Legal
Bulletin No. 19, as we
         view the tax consequences to be material to the transaction and your
disclosure contains
         representations as to the tax free nature of the transaction. To the
extent you intend to file
         a short form tax opinion as Exhibit 8.1, please revise your disclosure
on page 146 to state
         that the discussion reflects the opinion of counsel.
General

7.       We note your response to our prior comment 29. Please quantify the
aggregate dollar
         amount the sponsor, its affiliates, and the anchor investors have at
risk that depends on
         completion of a business combination.
8.       We note your response to our prior comment 35 that the registrant is
not a party to the
         agreement. Please address the part of Item 601(b)(10)(i)(B) that
requires filing of
 Kiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
February 2, 2023
Page 3
      agreements where the registrant has a beneficial interest. Please also
revise wherever
      applicable to explain the reasons for these agreements.
9.    We note your response to our prior comment 48. If there was no dialogue
between you
      and the IPO underwriters regarding the reasons why the IPO underwriters
waived their
      fees and you did not seek out the reasons why, despite having already
completed their
      services, please indicate so in your registration statement.
10.   We note your response to our prior comment 49. Please describe in these
sections the
      Trend Information you reference throughout your prospectus so that
investors do not have
      to piece together significant aspects of your business, operations and
share capital from
      multiple locations in your document.
11.   We note the use of "as of the date hereof" in your response to prior
comment 36. Please
      continue to update your response to this comment and disclosure to
reflect any
      developments related to the concerns of this comment.
       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
                                                           Division of
Corporation Finance
Comapany NameZapp Electric Vehicles Group Ltd
                                                           Office of
Manufacturing
February 2, 2023 Page 3
cc:       Rachel Wong
FirstName LastName