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                            February 16, 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. 2 to
Registration Statement on Form F-4
                                                            Filed on February
6, 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 2, 2023 letter.

       Amendment No. 2 to Registration Statement on Form F-4

       Unaudited Pro Forma Condensed Combined Financial Information
       Basis of Pro Forma Presentation, page 100

   1.                                                   We note your statement
on pages 102 and 109 indicating that    the maximum amount Zapp
                                                        will raise from the
issuance of the Zapp Convertible Loan Notes will not exceed
                                                        $20,000,000.    Please
reconcile the disclosure with your statement on pages 6, 7,23 and 99
                                                        indicating that    Zapp
shareholders will receive (i) an aggregate of 50,000,000 Pubco
                                                        Ordinary Shares
pursuant to the Company Exchange plus (ii) a number of Pubco Ordinary
 Kiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
February 16, 2023
Page 2
      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 shares of
Zapp in advance
      of the closing of the business Combination divided by the effective
conversion price.

The Background of the Business Combination, page 118

2.    We note your response to our prior comment 5. Please expand to describe
how the
      valuation model resulted in the $400 million figure you mention on page
127. Include the
      data underlying the analysis you conducted. Please also describe how CIIG
determined
      that each of the operating and business fundamentals listed imply
premiums of $104
      million to Zapp's enterprise valuation. Include quantitative disclosure
wherever possible.
General

3.    We note your response to our prior comment 8. Please revise throughout
your prospectus
      to disclose the total dollar amount that the Sponsor stands to gain from
the Anchor
      Investor Agreements, including the dollar amount the Sponsor has at risk
with regard to
      the Anchor Investor Agreements that depends on the closing of the
Business Combination.
       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 16, 2023 Page 2
cc:       Rachel Wong
FirstName LastName