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United States securities and exchange commission logo
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