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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.
 Kiattipong Arttachariya
FirstName  LastNameKiattipong
Zapp Electric Vehicles Group LtdArttachariya
Comapany27,
February   NameZapp
             2023     Electric Vehicles Group Ltd
February
Page  2 27, 2023 Page 2
FirstName LastName
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,
 Kiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
February 27, 2023
Page 3

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