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United States securities and exchange commission logo
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