745 Seventh Avenue
           BARCLAYS
             New York, NY 10019

             United States


October 14,2022

Securities and Exchange Commission
100 f Street, N.E.
Washington, D.C. 20549

Ladies and Gentlemen:

                Re: CHG Capital Partners II, Inc.



To whom it may concern:

      Barclays Capita! Inc. ("Barclays") was informed that CliG Capital
Partners II, Inc. (the "Company")
intends to pursue a bustness combination with Zapp Electric Vehicles Limited or
one of its afflliate(s) {the
''Target'') (the ''Business Combination"), Barclays has not been engaged by the
Company, the sponsor or
the Target regarding the Business Combination. However; because Barclays served
as one of the
Company's underwriters on its initial public offering (the "IPO''), Barclays
will be entitled to lts portion of the
back~end fee if the Business Combination Is consummated.

     Barclays, UBS Securities LLC and the Company previously enteri:ci into an
underwriting agreement
dated September 14, 2021 (the "Underwriting Agreement"} related to the
Company's IPO that entitles
Barclays to a portion of the Deferred Discount (as defined in the Underwrit ing
Agreement). Barclays
infqrmeci the Company that it has waived any rights it h as to the Deferred
Discount solely as it relates to the
BusJness Combination. A copy of that waiver letter is enclosed.

   A registration statement for the Business Combination has not fried or
confidentially submitted w ith the
Securities and Exchange Commission and, therefore, has not yet been declared
effective as of the date of
thls letter.

     This letter is to advlse you that. effective as of October l4, 2022,
Ba(clays (i) waived any Deferred
Discount solely with respect to the Business Combination and (ii} has resigned
from, or ceased or refused to
act in, every capacity and relationship in which we may be described ln any
registration statement with
respedto the Business Combinatlon as acting or agreeing to act (including,
without limltatton, any capacity
or relationship (A) requrred to be described uh!'.ler Paragraph (5) of Schedule
A (15 U.S.C. 77aa) or (B} for
which consent is required under Section 7 of the Securities Act of 1933, as
amended ( the "Securities Act"))
with respect to the Business Combination.

    Therefore, we hereby advise you and the Company, that pursuant to Section
11 (b )( 1) of the Securities
Act, that none ofour firm, any person who controls it (within the meaning of
either Section 15 ofthe
Securitles Act or Section 20 of the Securltles Exchange Act of1934; as
amended). or any of its afflllates
(within the meaning of Rule 405 under the Securities Act)wi!I be responsible
for any partof the registration
statement with respect to the Business Comblnation. This notice' is not
lntended to constitute an
acknowledgment or admission that we have been or are an underwriter (Within the
meaning of Section
2(a)(11) of the Securities Act or the rules and regulations promulg~ted
thereunder) With respectto the
Business Combination.




29.225864\.'2
                                                         Sincerely,

                                                        BARCLAYS CAPITAL INC.



                                                        By.VY~:?~
                                                          P,h,,d /:~e
                                                        Name:
                                                        Title: Managing
Director




Enclosed: Client waiver letter dated October 14, 2022