LIONTREE ADVISORS LLC 745 Fifth Ave, 15th Floor New York, NY 10151 United States November 11, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 To Whom It May Concern: Reference is made to the underwriting agreement,...Underwriting Agreement • December 20th, 2022 • Zapp Electric Vehicles Group LTD • Motorcycles, bicycles & parts
This letter is to advise you that, effective as of November 11, 2022, LionTree has resigned from, or ceased or refused to act in, every capacity and relationship in which LionTree may otherwise be described in any registration statement for the Business Combination (the "Registration Statement") as acting or agreeing to act (including, without limitation, any capacity or relationship (A) required to be described under 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. LionTree has also waived any Deferred Discount solely with respect to the Business Combination.
