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March 8, 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. 5 to
Registration Statement on Form F-4
Filed on March 3,
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 27, 2023 letter.
Amendment No.5 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information, page 102
1. It appears in the pro
forma financial statements you have replaced the maximum
redemption scenario
assuming the redemption of all 28,750,000 shares of CIIG II
common shares that are
subject to redemption with the scenario depicting the maximum
number of CIIG II
common shares that may be redeemed (i.e., 27,252,892 shares) to
maintain a sufficient
amount of net tangible assets that would allow the business
combination to close.
It also appears that all the references made to a maximum
Kiattipong Arttachariya
Zapp Electric Vehicles Group Ltd
March 8, 2023
Page 2
redemption scenario in the filing reflect the redemption of 27,252,892
shares. We do not
believe the current presentation and discussion related to the maximum
redemption
scenario is appropriate. Please revise your disclosures to address the
following:
Tell us why the scenario depicting the redemption of 27,252,892
shares was
presented given this scenario does not appear to result in a
sufficient amount of net
tangible assets required for the business combination to close.
Present all three scenarios in the pro forma financial statements
including No
Redemption, Maximum Redemption assuming the redemption of all
28,750,000
shares, and Maximum Redemptions Allowed to Close assuming a
redemption amount
that would result in net tangible assets of $5,000,001 or greater
upon the closing of
the business combination.
Update all the relevant disclosures in the filing to clearly define
and separately
discuss the Maximum Redemption scenario and Maximum Redemptions
Allowed to
Close scenario.
Expand the question and answer on page 9 to discuss the potential
cash shortfall in
the maximum redemption scenario as we previously requested.
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
March 8, 2023 Page 2
cc: Rachel Wong
FirstName LastName