As filed with the Securities and Exchange Commission on March 10, 2023.

Registration No. 333-268857

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 6

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Zapp Electric Vehicles Group Limited

(Exact Name of Registrant as Specified in Its Charter)

87/1 Wireless Road

26/F Capital Tower

All Seasons Place

Lumpini, Patumwan

Bangkok 10330 Thailand

+66 2654 3550

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR SPECIAL MEETING OF CIIG CAPITAL PARTNERS II, INC.

AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF ZAPP ELECTRIC VEHICLES GROUP LIMITED

SUBJECT TO COMPLETION, DATED MARCH 10, 2023

CIIG Capital Partners II, Inc.

40 West 57th Street

29th Floor

New York, New York 10019

Dear CIIG Capital Partners II, Inc. Stockholders:

You are cordially invited to attend the special meeting of stockholders of CIIG Capital Partners II, Inc., which we refer to as “we,” “us,” “our,” or “CIIG II,” at                Eastern time, on                2023, at the offices of Orrick, Herrington & Sutcliffe LLP, located at 51 West 52nd Street, New York, New York 10019, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. At the special meeting of stockholders, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger, dated November 22, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among CIIG II, Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales (“Zapp”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”) and Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”) and the Business Combination (as defined below) contemplated thereby.

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) Pubco, Zapp and certain shareholders of Zapp entered into an Investor Exchange and Support Agreement or Management Exchange and Support Agreement, in the forms attached hereto as Exhibit 10.1 and 10.2, respectively, pursuant to which such shareholders shall transfer their respective ordinary shares of Zapp to Pubco in exchange for ordinary shares of Pubco (“Pubco Ordinary Shares”, and such exchange, the “Company Exchange”) and (ii) immediately following the Company Exchange, Merger Sub will merge with and into CIIG II, with CIIG II being the surviving corporation in the merger (the “Merger”) and each outstanding share of common stock of CIIG II (other than certain excluded shares) will convert into the right to receive one Pubco Ordinary Share (collectively, the “Transactions”).

CIIG II’s class A common stock and CIIG II’s units and warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “CIIG,” “CIIGU” and “CIIGW,” respectively. Pubco intends to apply to list the Pubco Ordinary Shares and Pubco Public Warrants on Nasdaq in connection with the Closing. We cannot assure you that the Pubco Ordinary Shares or the Pubco Public Warrants will be approved for listing on Nasdaq.

We are providing this proxy statement/prospectus and accompanying proxy cards to our stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements of the special meeting of stockholders. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors,” beginning on page 50.

Our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of our directors and our officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination—Interests of CIIG II’s Directors and Officers in the Business Combination.”

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated                , 2023 and is first being mailed to the stockholders of CIIG II on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

CIIG Capital Partners II, Inc.

40 West 57th Street

29th Floor

New York, New York 10019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                , 2023

To the Stockholders of CIIG Capital Partners II, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting of stockholders”) of CIIG Capital Partners II, Inc., a Delaware corporation (“CIIG II”), will be held on                , 2023, at                , Eastern time, at the offices of Orrick, Herrington & Sutcliffe LLP, located at 51 West 52nd Street, New York, New York 10019, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You are cordially invited to attend the special meeting of stockholders for the following purposes:

Only holders of record of our common stock at the close of business on                , 2023 are entitled to notice of the special meeting of stockholders and to vote at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of our stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders (i) on a reasonably accessible electronic network or (ii) at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.

Pursuant to CIIG II’s amended and restated certificate of incorporation (“the CIIG II Amended and Restated Certificate of Incorporation”), we are providing the holders of CIIG II’s Class A common stock (the “Public Stockholders”) with the opportunity to redeem their shares of CIIG II Class A Common Stock for cash equal to

their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our initial public offering as of two business days prior to the consummation of the business combination contemplated by the Merger Agreement (the “Business Combination”), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $                on    , 2023, the record date, the estimated per share redemption price would have been approximately $                . The Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal and any of the other proposals presented. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the CIIG II Class A Common Stock. Holders of our outstanding warrants to purchase shares of our CIIG II Class A Common Stock do not have redemption rights with respect to such warrants in connection with the Business Combination. The CIIG II Class B Common Stock will be excluded from the pro rata calculation used to determine the per-share redemption price.

Currently, CIIG Management II LLC (the “Sponsor”) owns approximately 20% of our issued and outstanding shares of common stock, consisting of 100% of the CIIG II Class B Common Stock. Peter Cuneo, CIIG II’s Executive Chairman, Gavin Cuneo, CIIG II’s Co-Chief Executive Officer and Director, and Michael Minnick, CIIG II’s Co-Chief Executive Officer and Director, are the managing members of the Sponsor. CIIG II’s other directors are also members of the Sponsor, and accordingly have an indirect, economic interest in the Sponsor.

In connection with the IPO, certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “direct anchor investors”), certain investment funds and accounts managed by Magnetar Financial LLC and certain investment funds and accounts managed by Atalaya Capital Management LP (the “indirect anchor investors”, and together with the direct anchor investors, the “anchor investors”) each purchased 2,156,250 Units, consisting of one share of Class A Common Stock (for each anchor investor, the “initial share allocation”) and one half of one Public Warrant. The direct anchor investors also purchased 2,010,417 Private Placement Warrants in connection with the IPO.

Separately, in connection with CIIG II’s IPO, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which (i) the direct anchor investor agreed to purchase Class B Common Stock from the Sponsor upon the closing of CIIG II’s initial business combination and (ii) the indirect anchor investors agreed to purchase an indirect interest in Class B Common Stock and Private Placement Warrants at the closing of the IPO (the “Anchor Investor Agreements”). The primary purpose for the Anchor Investor Agreements was to obtain capital to partially fund the purchase price of the Private Placement Warrants.

Pursuant to the Anchor Investor Agreements, the anchor investors agreed with the Sponsor that, if such anchor investor (a) does not own its initial share allocation (i) at the time of any stockholder vote with respect to an initial business combination or (ii) on the business day immediately prior to the consummation of CIIG II’s initial business combination or (b) redeems all or a portion of such shares of Class A Common Stock in connection with an initial business combination such that as of the time of such initial business combination it does not own a number of shares at least equal to its initial share allocation, or, in the case of the indirect anchor investors, (c) fails to vote its shares of Class A common stock in favor of our initial business combination, then the number of Class B Common Stock to be sold or distributed to each anchor investor shall be reduced by up to 70% (the “Anchor Forfeiture”). In the case of the direct anchor investors, such reduction is pro rata based on the amount of Class A Common Stock they elect to redeem in connection with CIIG II’s initial business combination. The indirect anchor investors will have their allocation of Class B Common Stock reduced by 70% regardless of the number of shares redeemed. Notwithstanding any of the above, any such reductions will not cause the number of Class B Common Stock to be sold or distributed to the direct or indirect anchor investors to be reduced by more than 70%. As such, our anchor investors may have different interests with respect to a vote on the Business Combination than other Public Stockholders. Up to 1,509,375 shares of Class B Common Stock in the aggregate are subject to forfeiture by the anchor investors to the Sponsor pursuant to the Anchor Forfeiture. Such shares have an aggregate market value of approximately $             based on the closing price of

CIIG II Class A Common Stock of $              on Nasdaq on             , the record date for the special meeting of stockholders. Such shares would become worthless if CIIG II does not complete a business combination.

Assuming there is no Anchor Forfeiture, each anchor investor shall hold 718,750 Pubco Ordinary Shares, upon conversion of Class B Common Stock in connection with the consummation of the Business Combination.

Aside from the Private Placement Warrants purchased separately by the direct anchor investors, the anchor investors have not been granted any material additional stockholder or other rights. The indirect anchor investors were only issued membership or economic interests in our Sponsor in connection with the IPO with no right to control our Sponsor or vote or dispose of their allocable Class B Common Stock or Private Placement Warrants (which will continue to be held by the Sponsor until following the closing of the Business Combination). Since our anchor investors will not receive the Class B Common Stock to which they are entitled until the closing of the Business Combination, they will not be able to vote such shares prior to the closing of the Business Combination. The anchor investors will have the same rights to the funds held in the Trust Account with respect to the Class A Common Stock they purchased in the IPO as the rights afforded to the other Public Stockholders.

The Sponsor has agreed to waive its redemption right with respect to the CIIG II Class B Common Stock for no consideration. For the avoidance of doubt, the anchor investors, conversely, have not agreed to waive their redemption rights, and accordingly have the right to redeem their Public Shares in connection with the Business Combination; however, as described below, pursuant to the Anchor Investor Agreements, if an anchor investor elects to redeem all or a portion of such Public Shares in connection with an initial business combination such that as of the time of such initial business combination it does not own a number of shares at least equal to its initial share allocation (as defined above), then the number of shares of Class B Common Stock to be sold or distributed to each anchor investor by the Sponsor in connection with the closing of the Business Combination shall be reduced. In the case of the direct anchor investors, such reduction is pro rata based on the amount of Class A Common Stock they elect to redeem in connection with CIIG II’s initial business combination. The indirect anchor investors will have their allocation of Class B Common Stock reduced by 70% regardless of the number of shares redeemed. Notwithstanding any of the above, any such reductions will not cause the number of Class B Common Stock to be sold or distributed to the direct or indirect anchor investors to be reduced by more than 70%.

CIIG II’s Sponsor, officers and directors have agreed to vote their CIIG II Class B Shares, which represent approximately 20% of the issued and outstanding shares of CIIG II common stock as of the date hereof, and any shares of CIIG II common stock acquired during or after our initial public offering in favor of the Business Combination Proposal. The anchor investors, conversely, have not agreed to vote their shares in favor of the Business Combination Proposal; however, as described above, if an indirect anchor investor fails to vote its shares of Class A Common Stock in favor of the Business Combination Proposal, then the number of shares of Class B Common Stock to be distributed to each indirect anchor investor by the Sponsor in connection with the closing of the Business Combination shall be reduced by 70%.

The Business Combination Proposal will be consummated only if a majority of the shares of CIIG II Common Stock are voted in favor of the Business Combination at the special meeting of stockholders. We have no specified maximum redemption threshold under our amended and restated certificate of incorporation.

Stockholders should be aware that Barclays Capital Inc., UBS Securities LLC and Liontree Advisors LLC (collectively, the “IPO Underwriters”), on October 14, 2022, November 2, 2022 and November 11, 2022, respectively, informed CIIG II that each IPO Underwriter has agreed to waive their deferred portion of the underwriting fees to which the IPO Underwriters would otherwise have been entitled under the Underwriting Agreement dated September 14, 2021, entered into at the time of CIIG II’s initial public offering by CIIG II and its IPO Underwriters, in connection with the Business Combination (the “Waiver”). Each of the IPO Underwriters has, or has indicated that they plan to, deliver notice of such Waiver to the U.S. Securities and Exchange Commission and has disclaimed any responsibility for any portion of this proxy statement/prospectus and no IPO Underwriter has been involved in the preparation of any disclosure that is included in the registration statement or material underlying disclosure in the

registration statement. None of the IPO Underwriters has been engaged by CIIG II, the Sponsor, Zapp or Pubco in connection with the Business Combination. Stockholders should not place any reliance on the participation of any IPO Underwriter prior to the Waiver as underwriters in the CIIG II IPO. The consummation of the Business Combination is not contingent upon the services previously provided by the IPO Underwriters, and CIIG II does not expect to replace any of the IPO Underwriters prior to the expected closing of the Business Combination. As such, neither CIIG II, Zapp or Pubco believes that the Business Combination is adversely impacted by the Waivers.

Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting of stockholders. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you are a holder of record of CIIG II’s class A common stock, you may also cast your vote in person at the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. A failure to vote your shares will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the outcome of the vote on the Stockholder Adjournment Proposal.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the other proposals.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. The special meeting will be held in person at the offices of Orrick, Herrington & Sutcliffe LLP, located at 51 West 52nd Street, New York, New York 10019. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, and banks and brokers may reach Morrow Sodali LLC, at (203) 658-9400, or email at CIIG.info@investor.morrowsodali.com.

TABLE OF CONTENTS

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco Ordinary Shares to be issued to the CIIG II stockholders, the Pubco Public Warrants to be issued to CIIG II warrant holders and the Pubco Ordinary Shares underlying such Pubco Public Warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of CIIG II stockholders at which CIIG II stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us or Zapp and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ^®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we or Zapp will not assert our or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding Zapp’s industry, business and the markets in which Zapp competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Zapp’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Zapp’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Zapp Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information About Zapp” and other sections of this proxy statement/prospectus.

Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted and reproduced industry data from these sources, we have not independently verified the data. Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

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FREQUENTLY USED TERMS

Key Business and Business Combination Related Terms

Unless otherwise stated or unless the context otherwise requires in this document:

“anchor investors” are our direct anchor investors and indirect anchor investors, each as defined below.

“Anchor Forfeiture” means the reduction in the number of shares of Class B Common Stock to be sold or distributed to each anchor investor to 30% of such Class B Common Stock under certain conditions as described further herein.

“Anchor Forfeiture Shares” means up to 1,509,375 shares of Class B Common Stock in the aggregate that are subject to forfeiture by the anchor investors to the Sponsor pursuant to the Anchor Forfeiture. Such shares have an aggregate market value of approximately $                 based on the closing price of CIIG II Class A Common Stock of $                 on Nasdaq on    , the record date for the special meeting of stockholders. Such shares would become worthless if CIIG II does not complete a business combination.

“Assignment, Assumption and Amendment Agreement” means that certain agreement attached to the Merger Agreement as Exhibit E.

“Barclays” means Barclays Capital Inc.

“Business Combination” means the business combination transaction pursuant to which, among other things, (i) Pubco, Zapp and certain shareholders of Zapp entered into an Investor Exchange and Support Agreement or Management Exchange and Support Agreement, in the forms attached hereto as Exhibit 10.1 and 10.2, respectively, pursuant to which such shareholders shall transfer their respective ordinary shares of Zapp to Pubco in exchange for ordinary shares of Pubco and (ii) immediately following the Company Exchange, Merger Sub will merge with and into CIIG II, with CIIG II being the surviving corporation in the merger and each outstanding share of common stock of CIIG II (other than certain excluded shares) will convert into the right to receive one Pubco Ordinary Share.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“CIIG II” refers to CIIG Capital Partners II, Inc., a Delaware corporation.

“Class A Common Stock” means CIIG II’s Class A common stock, par value $0.0001 per share.

“Class B Common Stock” means CIIG II’s Class B common stock, par value $0.0001 per share.

“Common Stock” means the Class A Common Stock and the Class B Common Stock, collectively.

“CIIG II Warrants” means the Public Warrants, the Private Placement Warrants and, if issued, the Working Capital Warrants and the Extension Loan Warrants.

“CIIG II Stockholder Redemption” means the opportunity of CIIG II public stockholders to redeem shares of CIIG II Class A Common Stock by tendering such shares for redemption in accordance with CIIG II’s organizational documents.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Exchange” means the exchange in which each ordinary share of Zapp will be converted into one ordinary share of Pubco.

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“Continental” means Continental Stock Transfer & Trust Company, CIIG II’s transfer agent and warrant agent.

“direct anchor investors,” are to certain funds and accounts managed by subsidiaries of BlackRock, Inc.

“Director Nomination Agreement” means that certain agreement attached to the Merger Agreement as Exhibit F.

“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the effective time of the Merger.

“EV” means electric vehicle.

“EVP2W” means electric vehicle powered-two-wheeler.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension” means the additional six month extension to September 17, 2023 for CIIG II to complete an initial business combination.

“Extension Loan” means the non-interest bearing, unsecured promissory note payable upon consummation of the Business Combination by CIIG II of $2.875 million (representing a deposit of $0.10 per Public Share to the Trust Account) for the Extension.

“Extension Loan Warrants” means the warrants issuable upon conversion of the Extension Loan at a price of $1.00 per warrant, with such warrants being identical to the Private Placement Warrants.

“Founder” means Mr. Swin Chatsuwan.

“GAAP” means United States generally accepted accounting principles.

“ICE” means internal combustion engine.

“ICEP2W” means internal combustion engine powered-two-wheeler.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“indirect anchor investors,” are to (i) certain investment funds and accounts managed by Magnetar Financial LLC, a member of our sponsor, and (ii) certain investment funds and accounts managed by Atalaya Capital Management LP, a member of our sponsor.

“Investor Earnout Shares” means the additional Pubco Ordinary Shares issuable to certain Investors pursuant to the Investor Exchange and Support Agreement.

“Investor Exchange and Support Agreements” means the Exchange and Support Agreements, by and among Pubco, Zapp and certain shareholders of Zapp, a copy of which is included as Exhibit 10.1.

“IPO” means CIIG II’s initial public offering of units, consummated on September 17, 2021.

“IPO Underwriters” means, collectively, Barclays, UBS and Liontree.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“LionTree” means LionTree Advisors LLC.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 22, 2022, as may be amended, by and among CIIG II, Zapp, Pubco and Merger Sub.

3

“Management Earnout Shares” means the additional Pubco Ordinary Shares issuable to certain Management Shareholders pursuant to the Management Exchange and Support Agreement.

“Merger Sub” means Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco.

“Minimum NTA Condition” is a closing condition set forth in the Merger Agreement that provides that CIIG II, the Company and Pubco will not be required to consummate the Business Combination if CIIG II does not have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the CIIG II Stockholder Redemption. Pursuant to CIIG II’s current certificate of incorporation, CIIG II cannot consummate the proposed Business Combination if it has less than $5,000,001 of net tangible assets remaining after the CIIG II Stockholder Redemption.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Novation, Assumption and Amendment Agreement” means the novation, assumption and amendment agreement, to be entered into prior to the closing of the Business Combination, pursuant to which, among other things, Pubco assumed all of Zapp’s obligations and responsibilities pursuant to or in connection with the Zapp Warrant Instrument.

“OEMs” means original equipment manufacturers.

“PCAOB” means the Public Company Accounting Oversight Board.

“Private Placement Warrants” means the warrants to purchase shares of Class A Common Stock purchased in a private placement in connection with the IPO.

“Pubco” means Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Pubco Exchange Options” means each Zapp option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be released and cancelled by each holder of Zapp options in exchange for the grant by Pubco of an option to purchase Pubco Ordinary Shares.

“Pubco Exchange Warrants” means the warrants to be issued by Pubco, with such terms as are set out in the Novation, Assumption and Amendment Agreement.

“Pubco Ordinary Shares” means the ordinary shares of Pubco, par value of $0.0001 per share.

“Pubco Public Warrants” means the former CIIG II Warrants converted at the Effective Time into a right to acquire one Pubco Ordinary Share on substantially the same terms as were in effect immediately prior to the Effective Time under the terms of the Warrant Agreement.

“Pubco Securities” means Pubco Ordinary Shares and Pubco Public Warrants, collectively.

“Public Shares” means shares of Class A Common Stock.

“Public Stockholders” means the holders of shares of Class A Common Stock.

“Public Warrants” means the warrants included in the Units sold in the IPO, each of which is exercisable for one share of Class A Common Stock, in accordance with its terms.

“P2W” means powered-two-wheeler.

“Registration Rights Agreement” means that certain agreement attached to the Merger Agreement as Exhibit D.

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“SAP” means SPAC Advisory Partners LLC, a financial advisor to Zapp in connection with the Business Combination.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means CIIG Management II LLC, a Delaware limited liability company.

“Sponsor Earnout Shares” means 754,687 of Sponsor’s Pubco Ordinary Shares that will be unvested and shall vest at such time the closing price of Pubco Ordinary Shares equals or exceeds $14.00 for any 20 trading days during a 30 consecutive trading-day period; provided that, the Earnout Shares shall be forfeited on the date that is 5 years after the Closing Date if the vesting condition is not met. Such forfeited Sponsor Earnout Shares shall be transferred to Pubco for the purposes of Pubco equity compensation arrangements.

“Stockholder Adjournment Proposal” means a proposal to consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

“Summit” means Summit Group, through one of their main entities, Summit Laemchabang Auto Body Work Co., Ltd.

“Thai EXIM” means the Export-Import Bank of Thailand.

“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code.

“Trust Account” means the trust account that holds the net proceeds of the sale of the CIIG II Units in the initial public offering and the sale of the CIIG II Private Placement Warrants.

“UBS” means UBS Securities LLC.

“Units” means the 28,750,000 units issued in connection with the IPO, each of which consisted of one share of Class A Common Stock and one-half of one Public Warrant.

“Underwriting Agreement” means the Underwriting Agreement, dated September 14, 2021, entered into at the time of the IPO by CIIG II and its IPO Underwriters.

“Waiver” means the waiver by Barclays on October 14, 2022, by UBS on November 2, 2022 and by LionTree on November 11, 2022 of their deferred portion of the underwriting fees to which each IPO Underwriter would otherwise have been entitled under the Underwriting Agreement in connection with the Business Combination.

“Warrant Agreement” means the warrant agreement, dated September 14, 2021, by and between CIIG II and Continental Stock Transfer & Trust Company, as warrant agent, governing CIIG II’s outstanding warrants.

“Working Capital Warrants” means the warrants issuable upon conversion of the Promissory Note at a price of $1.00 per warrant, with such warrants being identical to the Private Placement Warrants.

“Zapp” means Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales.

“Zapp Earnout Shares” means the Investor Earnout Shares and the Management Earnout Shares.

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“Zapp Manufacturing” means Zapp Manufacturing (Thailand) Co., Ltd.

“Zapp Ordinary Shareholders” means holders of Zapp Ordinary Shares.

“Zapp Ordinary Shares” means the ordinary shares of Zapp.

“Zapp Warrants” means the 6,000,000 warrants to purchase 6,000,000 Zapp Ordinary Shares issued to Michael Joseph in accordance with the Zapp Warrant Instrument.

“Zapp Warrant Instrument” means the warrant instrument by way of deed poll executed by Zapp on May 28, 2020, providing for the issuance and terms of the Zapp Warrants.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to CIIG II’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Special Meeting of CIIG II’s Stockholders and the Related Proposals

The consideration to be paid to the shareholders of Zapp (including holders of Zapp options and Zapp Warrants) and holders of Zapp Convertible Loan Notes will be equal to an aggregate of 50,000,000 Pubco Ordinary Shares. In addition, at the effective time of the Merger (the “Effective Time”), each share of CIIG II’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and CIIG II’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) will be cancelled and automatically deemed for all purposes to represent the right to receive one Pubco Ordinary Share. At the Effective Time, each of CIIG II’s warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the Warrant Agreement dated September 14, 2021 with respect to CIIG II’s warrants (“Warrant Agreement”), automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the amount of share(s) of CIIG II common stock set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Pubco Ordinary Shares per warrant on the same terms. Please see “The Merger Agreement” for further information.

CIIG II stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Merger Agreement and the Business Combination, among other proposals at a special stockholder meeting. You are receiving this proxy statement/prospectus because you hold CIIG II Common Stock as of the record date for the special meeting of stockholders.

The CIIG II Class A Common Stock, Public Warrants and CIIG II Units are currently listed on Nasdaq under the symbols “CIIG,” “CIIGW” and “CIIGU,” respectively. Pubco intends to apply to list its Pubco Ordinary Shares and Pubco Public Warrants on Nasdaq in connection with the Closing. All outstanding CIIG II Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Pubco will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Pubco with respect to the Pubco Ordinary Shares issuable in connection with the Business Combination.

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There currently are 35,937,500 shares of CIIG II Common Stock issued and outstanding, consisting of 28,750,000 shares of CIIG II Class A Common Stock originally sold as part of the CIIG II Units in CIIG II’s IPO and 7,187,500 shares of CIIG II Class B Common Stock. In addition, there currently are 26,437,500 CIIG II Warrants issued and outstanding, including 14,375,000 CIIG II Public Warrants and

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12,062,500 CIIG II Private Placement Warrants that were sold by CIIG II to the Sponsor and subsidiaries of BlackRock, Inc. in a private sale simultaneously with CIIG II’s initial public offering.

Under CIIG II’s Amended and Restated Certificate of Incorporation, CIIG II must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of CIIG II’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote.

The Maximum Redemptions Allowed to Close scenario assumes that CIIG II stockholders exercise their redemption rights with respect to 27,252,892 shares of CIIG II Class A Common Stock upon consummation of the Business Combination (at a redemption price of approximately $10.21 per share based on cash and marketable securities held in the Trust Account as of September 30, 2022 and an additional redemption amount of $0.10 per share pursuant to the Extension Loan), being the maximum number of shares of CIIG II Class A Common Stock that may be redeemed in order for CIIG II to have at least $5,000,001 of net tangible assets remaining after the CIIG II Stockholder Redemption and for Pubco to have cash and cash equivalents of approximately $1.2 million upon closing of the Business Combination.

If a CIIG II Public Stockholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such CIIG II Public Stockholder may hold. As a result, any non-redeeming CIIG II Public Stockholders would experience dilution to the extent such Public Warrants are exercised and additional Pubco Ordinary Shares are issued. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Pubco to be used in its business following the consummation of the Business Combination.

The Maximum Redemptions Allowed to Close scenario assumes that Pubco is expected to have cash and cash equivalents of approximately $1.2 million upon closing of the Business Combination, based on assumptions and estimates underlying the unaudited pro forma adjustments, further details of which are set forth in “Unaudited Pro Forma Condensed Combined Financial Information.” In the event that the proceeds of the Business Combination are lower than anticipated due to excessive redemptions, there are any delays in the production and delivery of Zapp’s vehicles and Pubco is otherwise unable to obtain alternative financing sources to meet its working capital and capital expenditure requirements, Pubco’s production and expansion plans will be materially and adversely affected.

The Maximum Redemptions (100% Redemptions) scenario assumes that CIIG II stockholders exercise their redemption rights with respect to all 28,750,000 shares of CIIG II Class A Common Stock upon consummation of the Business Combination (at a redemption price of approximately $10.21 per share based on cash and marketable securities held in the trust account as of September 30, 2022 and an additional

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redemption amount of $0.10 per share pursuant to the Extension Loan). Under this scenario, CIIG II will have less than $5,000,001 of net tangible assets remaining after the CIIG II Stockholder Redemption. Pursuant to CIIG II’s current certificate of incorporation, CIIG II cannot consummate the proposed Business Combination if it has less than $5,000,001 of net tangible assets remaining after the CIIG II Stockholder Redemption. If CIIG II is unable to consummate the Business Combination because it does not have sufficient funds available and/or is unable to satisfy the condition for CIIG II to have at least $5,000,001 of net tangible assets remaining after the CIIG II Stockholder Redemption, CIIG II will be forced to cease operations and liquidate the Trust Account if it does not complete an initial business combination prior to its expiration.

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The sensitivity table below shows the potential impact of redemptions on (i) the ownership of current CIIG II stockholders and Zapp shareholders and (ii) the pro forma book value per share of the shares owned by CIIG II Public Stockholders under different redemption scenarios, taking into account certain potential sources of dilution as detailed below. The sensitivity table below does not include shares underlying Working Capital Warrants or Extension Loan Warrants as potential sources of dilution as such warrants may never be issued upon consummation of the Business Combination given that the Sponsor (or its designees) is under no obligation to convert the principal balance of the Promissory Note or the Extension Loan into warrants.

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Footnotes

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The approval of the Stockholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of CIIG II Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a CIIG II’s stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, or an abstention from voting, will have no effect on the outcome of any vote on the Stockholder Adjournment Proposal.

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These financial interests may mean that the Sponsor (and accordingly CIIG II’s officers and directors who are members of the Sponsor) and the anchor investors may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow CIIG II to wind up having failed to consummate a business combination and lose their entire investment.

Further, because of these interests, the Sponsor (and CIIG II’s officers and directors who are members of the Sponsor) and the anchor investors could benefit from the completion of a business combination that is not favorable to its public stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate. For example, if the share price of

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Pubco Ordinary Shares declined to $5.00 per share after the close of the Business Combination, CIIG II’s public stockholders that purchased shares in the IPO, would have a loss of $5.00 per share, while the Sponsor and the anchor investors would have a gain because they acquired their Class B Common Stock for a nominal amount. In other words, the Sponsor and the anchor investors can earn a positive rate of return on their investment even if public stockholders experience a negative rate of return in the post-combination company.

These interests may influence CIIG II’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination—Interests of CIIG II’s Directors and Officers in the Business Combination.”

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A physical stock certificate will not be needed if your stock is delivered to CIIG II’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and CIIG II’s transfer agent will need to act to facilitate the request. It is CIIG II’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because CIIG II does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CIIG II’s consent. If you delivered your shares for redemption to CIIG II’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that CIIG II’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting CIIG II’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

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Subject to the discussion in the section entitled “Material U.S. Federal Income Tax Considerations”, the surrender by Public Stockholders of Class A Common Stock (and, if such Public Stockholders also hold Public Warrants, the conversion of such Public Warrants into Pubco Public Warrants pursuant to the terms of the Public Warrants) and the acquisition of Pubco Ordinary Shares by holders of Class A Common Stock in exchange therefor resulting from the Merger, taken together with the related transactions, is expected to qualify as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code (a “Section 351 Exchange”).

It is uncertain whether the Merger also qualifies as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”). To qualify as a Reorganization, a transaction must satisfy certain requirements, including that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) continue, either directly or indirectly through certain controlled corporations, to operate a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, as described in Treasury Regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation with only investment-type assets, such as CIIG II, the qualification of the Merger as a Reorganization is not free from doubt, and the IRS or a court could take a position that the Merger does not qualify as a Reorganization. Accordingly, it is unclear whether the requirements for a Reorganization can be satisfied and such qualification is not a condition of the Business Combination.

If the Merger qualifies as a Section 351 Exchange, a U.S. holder of Public Warrants could be treated as transferring its Public Warrants to Pubco in exchange for Pubco Public Warrants in an exchange governed only by Section 351 of the Code. If so treated, a U.S. holder could be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the Pubco Public Warrants treated as received by such holder and the Pubco Ordinary Shares received by such holder, if any, over (y) such holder’s aggregate adjusted tax basis in the Public Warrants and CIIG II Common Stock, if any, exchanged therefor) and (ii) the fair market value of the Pubco Public Warrants received by such holder in such exchange. Alternatively, it is possible that a U.S. holder of Public Warrants could be treated as exchanging such Public Warrants for “new” warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Pubco Public Warrants held by such holder immediately following the Merger and the adjusted tax basis of the Public Warrants held by such holder immediately prior to the Merger. See the section entitled “Material U.S. Federal Income Tax Considerations” below for a more detailed discussion of the tax consequences to holders of Public Warrants.

If the Merger qualifies as a Reorganization, subject to Section 367(a) of the Code, a U.S. holder of Public Warrants generally is expected to not recognize any gain or loss upon the closing of the Business

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Combination; the aggregate tax basis of such U.S. holder’s basis in the Pubco Public Warrants will be the same as the aggregate tax basis of such U.S. holder’s Public Warrants immediately before the closing of the Business Combination; and the holding period of such warrants will continue; provided that the Public Warrants are held as capital assets on the effective date of the closing of the Business Combination.

Because of the legal and factual uncertainties described above, none of Weil, Gotshal & Manges LLP, Latham & Watkins LLP, Orrick, Herrington & Sutcliffe LLP nor Walkers (Singapore) Limited Liability Partnership is able to opine with respect to the Business Combination’s qualification as a Reorganization.

As a result of the Waiver, the transactions fees payable by CIIG II at the consummation of the Business Combination will be reduced by approximately $10.1 million. The IPO underwriting services being provided by the IPO Underwriters were substantially complete at the time of the Waiver, with any fees payable to the IPO Underwriters contingent upon the closing of the Business Combination.

We believe that such Waiver of fees for services that have already been substantially rendered or that were contingent upon the occurrence of an event that applicable persons expect will occur, is unusual. While the IPO Underwriters did not provide any additional detail in their letters related to the Waivers, stockholders should be aware that such Waivers indicate that none of the IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the transaction described herein. CIIG II public stockholders may be more likely to elect to redeem their shares as a result of such Waivers and the proceeds that the combined company receives as a result of the Business Combination may be reduced as a result of such Waivers.

If, as a result of the termination of the Merger Agreement or otherwise, CIIG II is unable to complete a business combination by March 17, 2023, or extend/amend such date in accordance with the CIIG II Amended and Restated Certificate of Incorporation, CIIG II will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CIIG II’s remaining stockholders and CIIG II’s board of directors, dissolve and liquidate, subject in each case to CIIG II’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of CIIG II Class B Common Stock have waived any right to any liquidation distribution with respect to those shares for no consideration.

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In the event of liquidation, there will be no distribution with respect to outstanding CIIG II Warrants. Accordingly, the CIIG II Warrants will expire worthless.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement.”

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200 or email at CIIG.info@investor.morrowsodali.com.

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Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

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Morrow Sodali LLC

333 Ludlow Street

5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers: (203) 658-9400

Email: CIIG.info@investor.morrowsodali.com

You may also contact CIIG II at:

CIIG Capital Partners II, Inc.

40 West 57th Street

29th Floor

New York, New York 10019

info@ciigpartners.com

To obtain timely delivery, CIIG II’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about CIIG II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

The accompanying proxy statement/prospectus incorporates important business and financial information about CIIG II and Zapp from documents that are not included in or delivered with the accompanying proxy

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statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to CIIG II should be directed to the addresses and telephone numbers listed above. Requests made to Zapp should be directed to the address and telephone number noted below:

87/1 Wireless Road

26/F Capital Tower

All Seasons Place

Lumpini, Patumwan

Bangkok 10330 Thailand

+66 2654 3550

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CIIG II’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Mark Zimkind

Email: Mzimkind@continentalstock.com

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