Core Insights - Zapp Electric Vehicles Group Limited has received motorcycle single vehicle approval for its i300 urban motorcycle from the Driver and Vehicle Standards Agency in the UK, allowing it to be used on public roads [7] - The first customer deliveries of the i300 are expected in August 2024, marking a significant milestone for the company as it prepares for a broader commercial rollout in Europe and Asia [7][3] - Zapp's business model focuses on a direct-to-customer experience, with authorized "Zappers" delivering the i300 to customers' homes and providing ongoing support [8] Company Overview - Zapp EV aims to revolutionize personal urban mobility with its electric two-wheeler segment, starting with the i300, which combines high performance with ease of use [8] - The i300 is designed to offer traditional motorcycle performance in a step-through format, appealing to a wide range of urban riders [8] - The company plans to expand its product line with additional high-performance electric two-wheelers in the future [8]

Core Viewpoint - Zapp Electric Vehicles has secured a commitment for up to $50 million, leading to a significant increase in its stock price and trading volume [2][4]. Funding Details - The funding will be sourced from selling shares of ZAPP stock to an affiliate of Yorkville Advisors Global, LP, with an additional $4 million being advanced through three tranches tied to a standby equity purchase agreement [3][5]. - This new agreement replaces an earlier $10 million agreement signed in February 2024, providing the company with greater financial flexibility [5]. Stock Performance - ZAPP stock has experienced a notable increase of 30.5% as of Friday morning, with trading volume exceeding 14 million shares, significantly higher than its daily average of approximately 7.4 million shares [4][7]. Business Strategy - The company aims to utilize the funding to accelerate business development while maintaining discretion over share issuances, focusing on an asset-light business model and efficient capital deployment to maximize shareholder value [4][6].

Core Viewpoint - Zapp Electric Vehicles Group Limited has entered into a new standby equity purchase agreement with Yorkville Advisors Global, LP, increasing its financial support from $10 million to $50 million, which will facilitate the expansion of its commercial operations and the production of its i300 model in India [1][2][4]. Financial Agreement - The new standby equity purchase agreement (New SEPA) replaces the original agreement and allows Zapp to receive an initial advance of $4 million in three tranches, contingent upon meeting certain conditions [3]. - Zapp has the right to issue and sell up to an additional $46 million worth of ordinary shares over a three-year period, based on its funding needs and share price fluctuations [4]. Business Strategy - The CEO of Zapp emphasized the importance of two-wheelers for personal mobility in emerging markets, particularly in Asia, and highlighted the company's asset-light business model which allows for efficient capital deployment [5]. - Zapp aims to maximize shareholder value while launching the i300 in multiple countries, leveraging a direct-to-customer sales model for enhanced customer experience [6].

LONDON, July 12, 2024 (GLOBE NEWSWIRE) -- Zapp Electric Vehicles Group Limited (Nasdaq: ZAPP) ("Zapp EV" or the "Company"), owner of "Zapp", the British electric vehicle brand on a mission to revolutionise personal urban mobility, today announced it has entered into a new standby equity purchase agreement (the "New SEPA") with an affiliate of Yorkville Advisors Global, LP (the "Investor"). With this increased support, Zapp has secured additional financial resources that may be utilized as needed to expand c ...

Core Viewpoint - Zapp Electric Vehicles (NASDAQ:ZAPP) experienced a significant stock rally followed by a decline, attributed to market dynamics rather than company-specific news [1][2][3]. Stock Performance - ZAPP stock closed up 94.3% on Tuesday, with over 44 million shares traded, significantly higher than the average daily trading volume of approximately 7.1 million shares [1][3]. - As of Wednesday morning, ZAPP stock has decreased by 24.7%, with around 664,000 shares traded, which is still below the company's average trading volume [3]. - Year-to-date, ZAPP shares have increased by 220.5%, but they are down 61.3% over the past 12 months [4].

[Unaudited Condensed Consolidated Interim Financial Statements](index=2&type=section&id=Financial%20Statements) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended March 31, 2024, Zapp EV reported a net loss of $5.03 million, an improvement from an $8.63 million loss in the prior year period, with basic and diluted loss per share also improving to $(1.61) from $(3.61) Profit or Loss Summary | Metric | 6 Months Ended Mar 31, 2024 (USD) | 6 Months Ended Mar 31, 2023 (USD) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Revenue | — | — | | Gross profit | — | — | | Operating loss | (3,134,110) | (3,863,505) | | Loss before tax | (5,033,129) | (8,630,224) | | Loss for the period | (5,033,129) | (8,630,224) | | Basic and diluted EPS | (1.61) | (3.61) | | Total comprehensive loss | (5,291,977) | (8,646,159) | [Unaudited Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Statement%20of%20Financial%20Position) As of March 31, 2024, total assets decreased to $3.83 million from $7.34 million at September 30, 2023, primarily due to a significant reduction in non-current assets, particularly derivative assets, while total liabilities increased slightly to $26.84 million, and total equity remained negative at $(23.01) million Financial Position Summary | Metric | March 31, 2024 (USD) | September 30, 2023 (USD) | | :-------------------------- | :------------------- | :--------------------- | | Total current assets | 1,954,813 | 2,651,149 | | Total non-current assets | 1,873,682 | 4,690,674 | | **Total assets** | **3,828,495** | **7,341,823** | | Total current liabilities | 24,883,689 | 23,698,195 | | Total non-current liabilities | 1,955,110 | 2,081,245 | | **Total liabilities** | **26,838,799** | **25,779,440** | | **Total equity** | **(23,010,304)** | **(18,437,617)** | - Derivative assets - non-current decreased from **$2,660,568** at September 30, 2023, to **$0** at March 31, 2024, significantly impacting total non-current assets[4](index=4&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Statement%20of%20Changes%20in%20Equity) The company's total equity decreased from $(18.44) million at October 1, 2023, to $(23.01) million at March 31, 2024, primarily due to the loss for the period and foreign currency translation differences, while share capital and share premium increased due to new share issuances Equity Changes (October 1, 2023 to March 31, 2024) | Metric | At Oct 1, 2023 (USD) | Loss for the period (USD) | Other comprehensive loss (USD) | Shares issued (USD) | Share-based payments (USD) | At Mar 31, 2024 (USD) | | :-------------------------- | :------------------- | :------------------------ | :----------------------- | :------------------ | :---------------------- | :-------------------- | | Share capital | 5,790 | — | — | 463 | — | 6,260 | | Share premium | 120,966,057 | — | — | 1,713,521 | — | 122,679,578 | | Accumulated deficit | (229,646,272) | (5,033,129) | — | — | — | (234,679,401) | | Foreign currency translation reserve | (263,227) | — | (258,848) | — | — | (522,075) | | **Total Equity** | **(18,437,617)** | **(5,033,129)** | **(258,848)** | **1,713,984** | **43,246** | **(23,010,304)** | - Shares issued for cash, net of issuance costs, amounted to **$626,000**[5](index=5&type=chunk) - Shares issued in relation to the SEPA commitment fee amounted to **$50,000**[5](index=5&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) For the six months ended March 31, 2024, the company reported net cash used in operating activities of $(1.52) million, a significant improvement from $(3.55) million in the prior year, with net cash from financing activities at $1.20 million, leading to a net decrease in cash and cash equivalents of $(0.34) million Cash Flow Summary | Metric | 6 Months Ended Mar 31, 2024 (USD) | 6 Months Ended Mar 31, 2023 (USD) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Net cash used in operating activities | (1,524,744) | (3,554,604) | | Net cash used in investing activities | (9,624) | (91,791) | | Net cash from financing activities | 1,199,300 | 4,929,743 | | Net (decrease) / increase in cash | (335,068) | 1,283,348 | | Cash and cash equivalents at period end | 484,972 | 3,390,274 | - Drawdown of loans, net of issuance costs, was **$284,151** in 2024, significantly lower than **$6,008,981** in 2023[9](index=9&type=chunk) - Proceeds from the issuance of convertible loan notes, net of issuance costs, was **$421,500** in 2024[9](index=9&type=chunk) - Proceeds from the issuance of shares was **$626,000** in 2024[9](index=9&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [1. Reporting Entity and Business Combination](index=7&type=section&id=1.%20Reporting%20entity) Zapp Electric Vehicles Group Ltd. (Zapp EV), incorporated in the Cayman Islands, is engaged in the design, development, and delivery of electric vehicles, having consummated a business combination on April 28, 2023, involving Zapp UK and CIIG Capital Partners II, Inc., which was accounted for as a reverse acquisition under IFRS 2 - Zapp EV's principal activity is the design, development, and delivery of electric vehicles[10](index=10&type=chunk) - The Business Combination with CIIG II was consummated on April 28, 2023, and was classified as a reverse acquisition under IFRS 2[12](index=12&type=chunk)[17](index=17&type=chunk) - Zapp EV Ordinary Shares and Public Warrants commenced trading on Nasdaq under "ZAPP" and "ZAPPW" post-Business Combination[15](index=15&type=chunk) [2. Basis of Preparation](index=8&type=section&id=2.%20Basis%20of%20preparation) The unaudited condensed consolidated interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the annual report on Form 20-F for the year ended September 30, 2023, with significant accounting policies remaining unchanged and no new standards having a material impact - Financial statements are prepared under IAS 34 and consistent with policies from the September 30, 2023 annual report[18](index=18&type=chunk)[28](index=28&type=chunk) - No new standards, interpretations, or amendments adopted in the period had an impact on the financial statements[29](index=29&type=chunk) [2.1. Going Concern](index=8&type=section&id=2.1.%20Going%20concern) The company's accumulated deficit, net loss, and net cash used in operating activities, coupled with a low cash balance (**$0.5 million**) against high trade payables (**$20.7 million**), raise substantial doubt about its ability to continue as a going concern, which management plans to alleviate through a Standby Equity Purchase Agreement (SEPA) providing up to **$9.5 million** liquidity (with **$8.3 million** remaining as of the report date), additional share/debt issuances, and seeking extensions from suppliers, aiming to commence production and commercial launch in summer 2024 - Substantial doubt about going concern due to accumulated deficit, net loss, negative operating cash flow, and low cash (**$0.5 million**) vs. high payables (**$20.7 million**)[21](index=21&type=chunk)[22](index=22&type=chunk) - Access to up to **$9.5 million** liquidity via SEPA with Yorkville Advisors, with **$8.3 million** remaining as of the report release date[23](index=23&type=chunk) - Raised **$2.7 million** since October 1, 2023, through share and debt issuance, with plans for further fundraising and supplier extensions[24](index=24&type=chunk) - Management believes funds are sufficient to commence production and launch commercially in summer 2024, but success is not guaranteed[25](index=25&type=chunk)[26](index=26&type=chunk) [2.2. New Standards, Interpretations and Amendments Adopted by the Group](index=9&type=section&id=2.2.%20New%20standards,%20interpretations%20and%20amendments%20adopted%20by%20the%20Group) The Group adopted new standards effective for accounting periods starting after October 1, 2022, but none of these amendments had a material impact on the unaudited condensed consolidated financial statements - No new standards, interpretations, or amendments adopted in the period had an impact on the financial statements[29](index=29&type=chunk) [3. Reverse Stock Split](index=9&type=section&id=3.%20Reverse%20Stock%20Split) On April 11, 2024, shareholders approved a **20:1** reverse stock split, consolidating 20 ordinary shares into one post-RSS share, which retroactively adjusted the number of ordinary shares, warrants, and share options presented in the financial statements - A **20:1** reverse stock split was approved on April 11, 2024, consolidating 20 ordinary shares into one[30](index=30&type=chunk)[31](index=31&type=chunk) - The impact of the reverse stock split has been retroactively applied to the financial statements[32](index=32&type=chunk) Impact of Reverse Stock Split | Instrument | Number Prior to RSS | Number Post RSS | Exercise Price Prior to RSS (USD) | Exercise Price Post RSS (USD) | | :---------------------- | :------------------ | :---------------- | :------------------------------ | :---------------------------- | | Ordinary shares | 62,601,280 | 3,130,164 | | | | Warrants | 26,437,500 | 1,321,882 | 11.50 | 230.00 | | Warrants | 2,280,979 | 114,049 | 0.79 | 15.80 | | Warrants | 1,140,490 | 57,025 | 4.49 | 89.80 | | Share options | 1,026,441 | 51,323 | 0.000022 | 0.00045 | | Share options | 1,123,382 | 56,179 | 0.78 | 15.69 | | Share options | 127,164 | 6,366 | 2.13 | 42.60 | | Management earnout shares | 8,518,290 | 425,915 | | | | Sponsor earnout shares | 754,687 | 37,735 | | | | SAP compensation | 856,720 | 34,186 | | | [4. Finance Income and Expenses](index=9&type=section&id=4.%20Finance%20income%20and%20expenses) For the six months ended March 31, 2024, total finance income decreased to $574 from $4,811 in the prior year, while total finance expense decreased to $(193,503) from $(344,509), primarily due to a significant reduction in interest on convertible notes Finance Income and Expenses | Metric | 6 Months Ended Mar 31, 2024 (USD) | 6 Months Ended Mar 31, 2023 (USD) | | :-------------------------- | :--------------------------------- | :--------------------------------- | | Total finance income | 574 | 4,811 | | Interest on convertible notes | (28,121) | (317,866) | | Interest on loans and borrowings | (147,489) | (630) | | Total finance expense | (193,503) | (344,509) | [5. Other (Expense)/Income](index=11&type=section&id=5.%20Other%20(expense)%2Fincome) The company reported an "Other expense" of $(1,706,090) for the six months ended March 31, 2024, a significant improvement from $(4,427,021) in the prior year, mainly driven by the absence of large expenses related to the Business Combination ($4.58 million in 2023) and fair value movements, which included **$2.36 million** in losses from Forward Purchase Agreements but gains on warrants and embedded derivatives Other (Expense)/Income | Metric | 6 Months Ended Mar 31, 2024 (USD) | 6 Months Ended Mar 31, 2023 (USD) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Fair value movements | (1,974,401) | 27,138 | | Foreign exchange movements | 268,273 | 121,255 | | Expenses relating to Business Combination | — | (4,576,853) | | Total Other (expense)/income | (1,706,090) | (4,427,021) | - Fair value movements in 2024 included **$2,360,568** losses on the revaluation and termination of Forward Purchase Agreements, **$353,168** gains on warrants, and **$33,000** gains on embedded derivative liabilities[34](index=34&type=chunk) [6. Earnings Per Share](index=11&type=section&id=6.%20Earnings%20per%20share) Basic and diluted loss per share improved to $(1.61) for the six months ended March 31, 2024, from $(3.61) in the prior year, reflecting a reduced net loss, with potentially dilutive instruments being anti-dilutive due to net losses and thus excluded from diluted EPS calculation Earnings Per Share | Metric | 6 Months Ended Mar 31, 2024 (USD) | 6 Months Ended Mar 31, 2023 (USD) | | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Loss for the period | (5,033,129) | (8,630,224) | | Basic weighted average ordinary shares | 3,130,164 | 2,388,355 | | Basic and diluted loss per ordinary share | (1.61) | (3.61) | - Potentially dilutive instruments (share options, warrants, management earnout shares, SAP earnout shares, sponsor earnout shares, and shares issuable upon conversion of loan notes) totaling **2,221,378** shares were anti-dilutive and excluded from diluted loss per share computation[38](index=38&type=chunk) [7. Property, Plant and Equipment](index=12&type=section&id=7.%20Property,%20plant%20and%20equipment) The carrying amount of property, plant and equipment decreased to $510,877 at March 31, 2024, from $590,795 at October 1, 2023, primarily due to depreciation of **$95,177** during the period Property, Plant and Equipment Carrying Amounts | Category | At Oct 1, 2023 (USD) | At Mar 31, 2024 (USD) | | :-------------------------- | :------------------- | :------------------- | | Leasehold and improvements | 63,986 | 54,684 | | Furniture, fixtures & office equipment | 109,908 | 103,376 | | Plant equipment | 264,675 | 228,811 | | Vehicles | 152,226 | 124,006 | | **Total** | **590,795** | **510,877** | - Depreciation for the period was **$95,177**[40](index=40&type=chunk) [8. Intangible Assets](index=12&type=section&id=8.%20Intangible%20assets) The carrying amount of intangible assets decreased to $980,394 at March 31, 2024, from $1,042,880 at October 1, 2023, mainly due to amortization of **$68,977**, with development costs, primarily for prototype vehicles, amortized over **10 years** Intangible Assets Carrying Amounts | Category | At Oct 1, 2023 (USD) | At Mar 31, 2024 (USD) | | :-------------------------- | :------------------- | :------------------- | | Development costs | 882,026 | 820,113 | | Patents and trademarks | 47,144 | 44,308 | | Software | 113,710 | 115,973 | | **Total** | **1,042,880** | **980,394** | - Amortization for the period was **$68,977**[41](index=41&type=chunk) - Capitalized development costs, representing prototype vehicles, are amortized over **10 years**, with **6.5 years** remaining as of March 31, 2024[41](index=41&type=chunk) [9. Inventories](index=13&type=section&id=9.%20Inventories) Total inventories increased slightly to $588,981 at March 31, 2024, from $566,226 at September 30, 2023, with raw materials being the largest component and a provision for obsolete inventory of **$83,328** maintained Inventories | Category | March 31, 2024 (USD) | September 30, 2023 (USD) | | :---------------- | :------------------- | :--------------------- | | Raw materials | 450,878 | 432,744 | | Work in progress | 61,876 | 58,633 | | Finished goods | 76,227 | 74,849 | | **Total** | **588,981** | **566,226** | - Raw materials are stated net of an **$83,328** provision for obsolete inventory[43](index=43&type=chunk) [10. Trade and Other Receivables](index=13&type=section&id=10.%20Trade%20and%20other%20receivables) Total trade and other receivables decreased to $880,860 at March 31, 2024, from $1,261,700 at September 30, 2023, primarily due to reductions in prepayments and other receivables, while income tax receivable remained constant Trade and Other Receivables | Category | March 31, 2024 (USD) | September 30, 2023 (USD) | | :-------------------------- | :------------------- | :--------------------- | | Income tax receivable | 460,738 | 460,738 | | Other taxation and social security receivable | 139,120 | 123,214 | | Prepayments | 120,697 | 396,190 | | Other receivables | 160,305 | 281,558 | | **Total** | **880,860** | **1,261,700** | [11. Trade and Other Payables](index=13&type=section&id=11.%20Trade%20and%20other%20payables) Total trade and other payables increased to $20,744,737 at March 31, 2024, from $19,884,517 at September 30, 2023, with a significant portion (**$18.05 million**) relating to professional fees and excise taxes from the Business Combination, which the company has agreed to delay settling Trade and Other Payables | Category | March 31, 2024 (USD) | September 30, 2023 (USD) | | :-------------------------------- | :------------------- | :--------------------- | | Accounts payable and accrued liabilities | 20,522,910 | 19,754,628 | | Other taxation and social security payable | 207,121 | 114,590 | | Deferred income | 14,706 | 15,299 | | **Total** | **20,744,737** | **19,884,517** | - **$18,045,105** of accounts payable and accrued liabilities are for professional fees and excise taxes related to the Business Combination, with delayed settlement agreements[45](index=45&type=chunk) [12. Loans and Borrowings](index=13&type=section&id=12.%20Loans%20and%20borrowings) Total loans and borrowings increased to $5,181,414 at March 31, 2024, from $4,736,583 at September 30, 2023, driven by new convertible notes and promissory notes, including one issued to a related party Loans and Borrowings | Category | March 31, 2024 (USD) | September 30, 2023 (USD) | | :-------------------------------- | :------------------- | :--------------------- | | Current loans and borrowings | 3,889,845 | 3,713,717 | | Non-current loans and borrowings | 1,291,569 | 1,022,866 | | **Total** | **5,181,414** | **4,736,583** | - A new promissory note of **$274,962** was issued to a director, bearing **15.0%** interest and repayable in January 2026[47](index=47&type=chunk) [Standby Equity Purchase Agreement (SEPA)](index=15&type=section&id=SEPA) On February 10, 2024, the company entered into a SEPA with YA II PN, LTD, allowing it to sell up to **$10.0 million** of ordinary shares, receiving a **$1.5 million** pre-paid advance in two tranches in exchange for convertible promissory notes, which were fully repaid by June 13, 2024, through share issuances - SEPA with YA II PN, LTD allows the company to sell up to **$10.0 million** in ordinary shares[49](index=49&type=chunk) - Received a **$1.5 million** pre-paid advance in exchange for convertible promissory notes, disbursed in March and April 2024[50](index=50&type=chunk) - The pre-paid advance was fully utilized and repaid by June 13, 2024, through the issuance of **906,219** ordinary shares[51](index=51&type=chunk) [13. Leases](index=15&type=section&id=13.%20Leases) The carrying amount of right-of-use assets decreased to $328,983 at March 31, 2024, from $359,057 at October 1, 2023, primarily due to depreciation of **$38,334**, while lease liabilities also decreased to **$345,831** from **$396,734** over the same period Right-of-Use Assets Carrying Amounts | Category | At Oct 1, 2023 (USD) | At Mar 31, 2024 (USD) | | :-------------------------- | :------------------- | :------------------- | | Leasehold property | 271,295 | 253,648 | | Furniture, fixtures & office equipment | 7,800 | 7,000 | | Vehicles | 79,962 | 68,335 | | **Total** | **359,057** | **328,983** | - Depreciation expense on right-of-use assets for the period was **$38,334**[53](index=53&type=chunk) - Lease liabilities decreased from **$396,734** at October 1, 2023, to **$345,831** at March 31, 2024[53](index=53&type=chunk) [14. Share Capital](index=17&type=section&id=14.%20Share%20capital) As of March 31, 2024, the company had **3,130,164** ordinary shares outstanding, with share capital of $6,260 and share premium of $122,679,578, reflecting new share issuances for employee options, cash, SEPA commitment fees, and MSA compensation during the period, with a **20:1** reverse stock split approved post-period end - As of March 31, 2024, **3,130,164** ordinary shares were outstanding[57](index=57&type=chunk) - New shares were issued for employee share options (**99,793** shares), cash (**122,704** shares), SEPA commitment fee (**9,091** shares), and MSA compensation (**3,606** shares)[57](index=57&type=chunk)[58](index=58&type=chunk) - **1,321,882** warrants remain outstanding, expiring April 28, 2028, with an exercise price of **$230.00** per share[59](index=59&type=chunk) [15. Share-Based Payments](index=17&type=section&id=15.%20Share-based%20payments) The Group recognized a total share-based payment charge of $43,247 for the six months ended March 31, 2024, significantly lower than $249,087 in the prior year, primarily relating to informal share option arrangements and MSA compensation, with no new share options, awards, or RSUs granted during the period Share-Based Payment Charge | Category | 6 Months Ended Mar 31, 2024 (USD) | 6 Months Ended Mar 31, 2023 (USD) | | :-------------------------- | :--------------------------------- | :--------------------------------- | | Informal share option arrangements | 13,602 | 249,087 | | MSA compensation | 29,645 | — | | **Total** | **43,247** | **249,087** | - No new share options, share awards, or RSUs were granted during the period[60](index=60&type=chunk) - **99,793** ordinary shares were issued on February 23, 2024, upon exercise of an employee share option agreement[57](index=57&type=chunk)[62](index=62&type=chunk) [16. Financial Instruments](index=19&type=section&id=16.%20Financial%20instruments) The company's financial instruments include financial assets at amortized cost (lease deposits) and financial liabilities at amortized cost (payables, loans, lease liabilities) and fair value through profit or loss (warrants, convertible loan notes), with the fair value of public warrants and embedded derivatives measured using Level 1 inputs, while private placement warrants use Level 3 inputs - Financial assets at amortized cost primarily consist of lease deposits (**$37,513**)[64](index=64&type=chunk) - Financial assets at fair value through profit or loss (Forward Purchase Agreement) decreased from **$2,660,568** to **$0**, as the agreement was terminated[64](index=64&type=chunk)[65](index=65&type=chunk) - Total financial liabilities increased to **$26,481,014** at March 31, 2024, from **$25,490,973** at September 30, 2023[66](index=66&type=chunk) - Warrants accounted for as financial liabilities generated **$353,168** in revaluation gains for the period[66](index=66&type=chunk) [16.1. Financial Assets](index=19&type=section&id=16.1.%20Financial%20assets) Total financial assets decreased significantly to $37,513 at March 31, 2024, from $2,697,446 at September 30, 2023, primarily due to the termination of the Forward Purchase Agreement, which previously represented a significant non-current derivative asset Financial Assets | Category | March 31, 2024 (USD) | September 30, 2023 (USD) | | :-------------------------------- | :------------------- | :--------------------- | | Financial assets at amortized cost (Lease deposits) | 37,513 | 36,878 | | Financial assets at fair value through profit or loss (Forward purchase agreement) | — | 2,660,568 | | **Total financial assets** | **37,513** | **2,697,446** | - The Forward Purchase Agreement was terminated on January 23, 2024, eliminating the associated derivative asset[65](index=65&type=chunk) [16.2. Financial Liabilities](index=20&type=section&id=16.2.%20Financial%20liabilities) Total financial liabilities increased to $26,481,014 at March 31, 2024, from $25,490,973 at September 30, 2023, including a significant portion of accounts payable and accrued liabilities, as well as an increase in current loans and borrowings, including new convertible loan notes Financial Liabilities | Category | March 31, 2024 (USD) | September 30, 2023 (USD) | | :-------------------------------- | :------------------- | :--------------------- | | Financial liabilities at amortized cost | 26,050,154 | 24,887,945 | | Financial liabilities at fair value through profit or loss | 430,860 | 603,028 | | **Total financial liabilities** | **26,481,014** | **25,490,973** | - Current loans and borrowings increased to **$4,254,148** from **$3,713,718**, including **$500,000** in convertible loan notes[66](index=66&type=chunk) - Non-current loans and borrowings increased to **$1,291,569** from **$1,022,866**, including new promissory notes to related parties[66](index=66&type=chunk) [16.3. Fair Value](index=21&type=section&id=16.3.%20Fair%20value) Management assessed that the fair value of other receivables and trade and other payables approximates their carrying value due to short-term maturities, using Level 3 valuation inputs, while public warrants and embedded derivatives in convertible loan notes are measured using Level 1 inputs, and private placement warrants use Level 3 inputs - Fair value of short-term receivables and payables approximates carrying value (Level 3 inputs)[68](index=68&type=chunk) - Public warrants and embedded derivatives use Level 1 inputs; private placement warrants use Level 3 inputs for fair value measurement[69](index=69&type=chunk) [17. Contingencies](index=21&type=section&id=17.%20Contingencies) Zapp UK is currently involved in a civil action filed by SPAC Advisory Partners LLC for alleged non-payment of **$3.63 million** in advisory fees related to the Business Combination, with Zapp UK believing it has meritorious defenses and intending to vigorously defend the matter - Zapp UK is a defendant in a civil action seeking **$3.63 million** for alleged unpaid advisory services related to the Business Combination[71](index=71&type=chunk) - Zapp UK believes it has meritorious defenses to the claims and intends to vigorously defend the matter[71](index=71&type=chunk) [18. Subsequent Events](index=21&type=section&id=18.%20Subsequent%20events) Key subsequent events include the approval of a **20:1** reverse stock split on April 11, 2024, the receipt of **$1,140,178** under the SEPA and issuance of **990,909** ordinary shares between April 23 and June 17, 2024, fully utilizing the pre-paid advance, and the expiration of **171,074** Zapp EV Exchange Warrants on May 28, 2024 - A **20:1** reverse stock split was approved on April 11, 2024[72](index=72&type=chunk) - Received **$1,140,178** under the SEPA and issued **990,909** ordinary shares between April 23 and June 17, 2024, fully utilizing the pre-paid advance[72](index=72&type=chunk)[73](index=73&type=chunk) - **171,074** Zapp EV Exchange Warrants expired on May 28, 2024[73](index=73&type=chunk)

Explanatory Note [Business Combination Details](index=4&type=section&id=Business%20Combination%20Details) Zapp Electric Vehicles Group Limited completed a business combination with CIIG Capital Partners II, Inc. on April 28, 2023, leading to Zapp EV ordinary shares and warrants trading on Nasdaq from May 1, 2023 - Zapp EV completed its business combination with CIIG Capital Partners II, Inc. on **April 28, 2023**[10](index=10&type=chunk) - Post-merger, Zapp EV ordinary shares and warrants began trading on Nasdaq on **May 1, 2023**, under ticker symbols “ZAPP” and “ZAPPW”[13](index=13&type=chunk) Business Combination Share Conversion | Category | Converted Quantity (Zapp EV Ordinary Shares) | | :--- | :--- | | Zapp UK Ordinary Shares | 41,296,259 | | Zapp UK Convertible Loan Notes | 871,428 | | Zapp UK Options (converted to Zapp EV Options) | 4,410,844 | | Zapp UK Warrants (converted to Zapp EV Warrants) | 3,412,469 | | CIIG II Class A Ordinary Shares | 28,750,000 | | CIIG II Class B Ordinary Shares | 7,187,500 | | CIIG II Warrants (converted to Zapp EV Public Warrants) | Same Quantity | Cautionary Note Regarding Forward-Looking Statements [Forward-Looking Statements and Risks](index=5&type=section&id=Forward-Looking%20Statements%20and%20Risks) This report contains forward-looking statements about the company's future operations and financial condition, which are subject to significant risks and uncertainties - Forward-looking statements in this report concern future operations, financial condition, liquidity, and growth strategies, but are subject to significant risks and uncertainties[14](index=14&type=chunk)[15](index=15&type=chunk) - Key risk factors include the need for additional capital for ongoing operations, ability to maintain Nasdaq listing, intense competition in the EV industry, Zapp brand building and consumer acceptance, vehicle development and production capabilities, limited operating history, growth management, supply chain disruptions, increased costs of lithium-ion batteries and electronic components, and market volatility[16](index=16&type=chunk) Currency Presentation [Currency Definitions](index=5&type=section&id=Currency%20Definitions) This annual report defines USD, EUR, GBP, and THB, with all financial information presented in USD unless otherwise specified - This report clearly defines **U.S. Dollars**, **Euros**, **Pounds Sterling**, and **Thai Baht**[19](index=19&type=chunk) - Unless otherwise stated, all financial information is presented in **U.S. Dollars**[20](index=20&type=chunk) Definitions [Key Terms and Entities](index=5&type=section&id=Key%20Terms%20and%20Entities) This section defines key terms and entities used in the report, ensuring clear understanding of company names, business combination, regulations, market terms, and partners - "We," "Company," "Zapp EV," and "Zapp" refer to Zapp Electric Vehicles Group Limited and its subsidiaries Zapp Electric Vehicles Limited (Zapp UK), Zapp Electric Vehicles, Inc. (Zapp US), and Zapp Scooters (Thailand) Company Limited (ZTH)[22](index=22&type=chunk) - The "Business Combination" refers to the transaction completed on **April 28, 2023**, involving Zapp EV, CIIG Capital Partners II, Inc., Zapp Electric Vehicles Limited, and Zapp Electric Vehicles, Inc.[22](index=22&type=chunk) - "Summit" refers to a large Thai manufacturer of automotive parts and motorcycle structures and components, with whom the company has a contract manufacturing agreement[29](index=29&type=chunk) Information About IFRS and Non-IFRS Financial Measures [IFRS Compliance](index=9&type=section&id=IFRS%20Compliance) The company's financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), with no non-IFRS financial measures mentioned in this annual report - Company financial statements are prepared in accordance with **International Financial Reporting Standards (IFRS)**[26](index=26&type=chunk) - No non-IFRS financial measures are mentioned in this annual report[26](index=26&type=chunk) Market and Industry Data [Data Sources and Risks](index=9&type=section&id=Data%20Sources%20and%20Risks) Industry and market data in this report are from independent third-party sources, but investors are cautioned against over-reliance due to the early stage of the EV industry and inherent investment risks - Industry and market data are derived from independent third-party surveys, market research, public information, and government agency reports[28](index=28&type=chunk) - The electric vehicle industry is in its early stages, and investing in company securities involves high risks and uncertainties, with actual results potentially differing significantly from third-party data[28](index=28&type=chunk) Part I [Item 1. Identity of Directors, Senior Management and Advisers](index=10&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section states that information regarding the identity of directors, senior management, and advisers is not applicable here, as it is disclosed elsewhere in the report - Information regarding the identity of directors, senior management, and advisers in Item 1 is not applicable[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=10&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This section states that information regarding offer statistics and the expected timetable is not applicable - Information regarding offer statistics and the expected timetable in Item 2 is not applicable[34](index=34&type=chunk) [Item 3. Key Information](index=10&type=section&id=Item%203.%20Key%20Information) This section provides key company information, including capitalization and debt, reasons for the offer, and use of proceeds (all not applicable), along with detailed risk factors related to the company's business, industry, and securities ownership - Item 3.B (Capitalization and Indebtedness) and 3.C (Reasons for the Offer and Use of Proceeds) are both not applicable[34](index=34&type=chunk)[35](index=35&type=chunk) [Item 3.D. Risk Factors](index=10&type=section&id=Item%203.D.%20Risk%20Factors) This section details significant risks of investing in the company's securities, covering business and industry risks, and risks related to securities ownership - The company has incurred losses since inception, with **net losses of $222 million and $4 million for fiscal years 2023 and 2022**, respectively, and expects to continue incurring significant expenses and losses for the foreseeable future[37](index=37&type=chunk) - The company faces severe liquidity constraints, requiring additional external capital to fund operations, debt service, and other obligations, and has adopted strategies like delaying vendor payments to conserve cash[38](index=38&type=chunk)[39](index=39&type=chunk) - The report from the company's independent registered public accounting firm includes an explanatory paragraph regarding the company's ability to continue as a going concern, indicating significant uncertainty[43](index=43&type=chunk) - The company is a new entrant in the electric two-wheeled vehicle (EVP2W) industry with limited operating history, has not yet delivered commercial vehicles, and faces intense competition from both traditional and electric vehicle manufacturers[44](index=44&type=chunk)[45](index=45&type=chunk) - Future growth is highly dependent on consumer acceptance and demand for EVP2Ws and their battery solutions, with the market influenced by factors such as EV quality, safety, design, performance, cost, charging infrastructure, government regulations, and macroeconomic conditions[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) - The company relies on a contract manufacturing partnership with Summit and third-party suppliers for key components; any supply chain disruptions, cost increases, or inability of suppliers to meet demand could adversely affect the business[53](index=53&type=chunk)[69](index=69&type=chunk)[72](index=72&type=chunk) - The company has not established a distribution network and relies on authorized dealers and franchised service agents ("Zappers") for sales and after-sales service; failure to establish or maintain these relationships could adversely affect the business[79](index=79&type=chunk)[82](index=82&type=chunk) - The company faces cybersecurity risks, and any system failures, security breaches, or data leaks could lead to legal liabilities, regulatory fines, reputational damage, and operational disruptions[112](index=112&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The company's vehicles use lithium-ion batteries, which pose a risk of fire or smoke, potentially causing personal injury, property damage, and reputational harm, and leading to product liability claims[118](index=118&type=chunk) - The company received Nasdaq notices for failing to meet minimum bid price, minimum market value, and minimum public float market value requirements, and may face delisting risk if it fails to regain compliance[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - As an "emerging growth company" and "foreign private issuer," the company enjoys simplified SEC reporting requirements, which may make its stock less attractive to some investors and impact financing and growth prospects[183](index=183&type=chunk)[187](index=187&type=chunk) - The company's directors, senior management, and their affiliates collectively hold approximately **45.7% of the ordinary shares**, giving them significant control over major corporate decisions, with founders having the right to nominate a majority of the board[205](index=205&type=chunk)[206](index=206&type=chunk) [Item 4. Information on the Company](index=61&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details the company's history, business overview, market opportunity, strategy, vehicle products, manufacturing approach, market entry, customer service, sustainability, intellectual property, cybersecurity, seasonality, and regulatory environment, focusing on its design-led urban personal mobility solutions and global expansion plans [A. History and Development of the Company](index=61&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Zapp Electric Vehicles Group Limited was incorporated in the Cayman Islands on November 15, 2022, and listed on Nasdaq after completing its business combination on April 28, 2023, with its subsidiary Zapp UK having launched the i300 motorcycle concept in 2019 and secured multiple design awards and patents - Zapp Electric Vehicles Group Limited was incorporated in the Cayman Islands on **November 15, 2022**, and completed its business combination on **April 28, 2023**[210](index=210&type=chunk) - The company's ordinary shares are listed on the Nasdaq Global Market under the ticker symbol “ZAPP”[211](index=211&type=chunk) - Zapp UK, founded in **2017**, launched the i300 electric motorcycle concept in **2019** and has since received **eight design awards** and related patents[212](index=212&type=chunk) [B. Business Overview](index=61&type=section&id=B.%20Business%20Overview) Zapp is a UK electric vehicle brand focused on design-led urban personal mobility solutions, with its i300 electric city motorcycle combining high performance and urban convenience, manufactured through an asset-light model with Summit, emphasizing portable batteries, premium customer experience, and full-lifecycle sustainability for the global EVP2W market - Zapp is a UK electric vehicle brand dedicated to revolutionizing the market with design-led electric urban personal mobility solutions[216](index=216&type=chunk) - Its flagship product, the i300 electric city motorcycle, combines high performance with scooter-like convenience and has received **eight international design awards**[217](index=217&type=chunk)[225](index=225&type=chunk) - The company employs an asset-light manufacturing model, partnering with Summit, which is expected to scale annual production to **300,000 vehicles by 2026** without significant capital expenditure[221](index=221&type=chunk) - The i300's portable battery pack eliminates the need for dedicated charging infrastructure, fully charging via a standard outlet in **under an hour**, effectively alleviating range anxiety[227](index=227&type=chunk)[228](index=228&type=chunk) - The company provides a premium customer experience through an online configurator, a Direct-to-Customer (DSDTC) delivery process, and omnichannel marketing, including authorized dealers and online distributors[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk) - Zapp adheres to a "Green Manufacturing" philosophy, with the i300 featuring a low component count, simplified assembly, and sustainable materials such as recyclable alloys, carbon fiber composites, bio-flax composites, and ocean-recycled plastics[235](index=235&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) Global P2W Market Size and EVP2W Penetration | Metric | 2022 | 2029 (Forecast) | | :--- | :--- | :--- | | P2W Market Size | $130 billion | $224 billion | | EVP2W Market Size | $27 billion | $64 billion | | EVP2W Penetration | 21% | 29% | | P2W Market CAGR (2022-2029) | - | 8% | | EVP2W Market CAGR (2022-2029) | - | 13% | - The company plans to first establish a premium brand presence in Europe (France, Spain, Italy, etc.), followed by expansion into Southeast Asian and Indian markets[237](index=237&type=chunk)[246](index=246&type=chunk) - The i300 features include: stylish design (Z-shaped exoskeleton, high-performance components), superior performance (**0-30mph in 2.3 seconds, 0-50mph in 5.0 seconds**), charging convenience (portable battery pack), excellent handling, multi-layered safety, high customization options, and flexible storage space[248](index=248&type=chunk) - The company has filed **37 patent, design patent, and utility model applications**, with **16 already granted**, including patents related to the Z-shaped exoskeleton and removable front fender[271](index=271&type=chunk) - The company's operations in Europe and the UK are subject to data protection laws and regulations such as GDPR and UK GDPR, and measures have been taken to ensure compliance[276](index=276&type=chunk) - The company anticipates sales to be seasonal, with higher sales during warmer months (**March to September**) and lower sales during colder months (**October to February**)[279](index=279&type=chunk) - The company is undergoing European Whole Vehicle Type Approval (ECWVTA), has completed all vehicle tests, and expects to begin i300 deliveries in Europe in **Summer 2024**, while also seeking faster vehicle certification in Thailand[285](index=285&type=chunk)[286](index=286&type=chunk) [C. Organizational Structure](index=77&type=section&id=C.%20Organizational%20Structure) This section presents a simplified diagram of the company's organizational structure as of the date of this annual report, though the diagram itself is not provided in the report - This section presents a simplified diagram of the company's organizational structure as of the date of this annual report[291](index=291&type=chunk) [D. Property, Plant and Equipment](index=77&type=section&id=D.%20Property%2C%20Plant%20and%20Equipment) The company maintains corporate offices and a design and technology center in Bangkok, Thailand, and an experience center in Bicester Heritage Park, UK, for R&D, design, prototyping, testing, sales, and technical training, believing current and planned facilities are sufficient for near-term needs and anticipating future expansion space - The company leases approximately **2,023 square feet of office space** in Bangkok, Thailand, for its principal administrative office[292](index=292&type=chunk) - The company leases approximately **3,186 square feet of space** in Bangkok, Thailand, for its design and technology center, used for R&D, design, prototyping, development, and testing[292](index=292&type=chunk)[293](index=293&type=chunk) - The company leases approximately **969 square feet of space** at Bicester Heritage Park in the UK for an experience center, offering a full-service workshop, retail store, and offices, serving as a global sales and technical training hub[294](index=294&type=chunk) [Item 4A. Unresolved Staff Comments](index=79&type=section&id=Item%204A.%20Unresolved%20Staff%20Comments) This section states that the company has no unresolved staff comments - The company has no unresolved staff comments[296](index=296&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=79&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides an analysis of the company's operating results and financial condition for the fiscal years ended September 30, 2023, and 2022, highlighting its pre-revenue stage, significant net loss increase in FY2023 due to business combination expenses and financial instrument fair value changes, ongoing liquidity challenges, and strategic equity financing to support the i300 commercial launch and future growth through R&D investments [A. Operating Results](index=79&type=section&id=A.%20Operating%20Results) The company generated no revenue and incurred continuous losses in fiscal years 2023 and 2022, with a net loss of **$222.1 million in FY2023**, a substantial increase from **$3.6 million in FY2022**, primarily due to business combination-related expenses and fair value losses on forward purchase agreements, alongside increased sales and distribution, and general and administrative expenses reflecting market promotion and operational scaling efforts - The company has not yet commenced vehicle sales and thus has generated no revenue to date, with sales and deliveries expected to begin in **Summer 2024**[306](index=306&type=chunk) Consolidated Operating Results Summary ($ million) | Metric ($ million) | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Revenue | — | — | — | | Sales and Distribution Expenses | (1.4) | (0.4) | (1.0) | | General and Administrative Expenses | (6.4) | (3.2) | (3.2) | | Operating Loss | (7.8) | (3.6) | (4.2) | | Finance Income | 0.009 | 0.003 | 0.007 | | Finance Expenses | (0.56) | (0.31) | (0.25) | | Other (Expenses)/Income | (213.7) | 0.3 | (214.1) | | Loss Before Tax | (222.1) | (3.6) | (218.5) | | Loss for the Year | (222.1) | (3.6) | (218.5) | - Sales and distribution expenses increased by **$1 million to $1.4 million**, primarily due to increased marketing efforts for the initial product launch[307](index=307&type=chunk) - General and administrative expenses increased by **$3.2 million to $6.4 million**, mainly due to a **$2.5 million increase in personnel costs**, a **$0.5 million increase in insurance costs**, and a **$0.2 million increase in professional service fees**[310](index=310&type=chunk) - Other expenses shifted from **$0.3 million income in FY2022 to $213.7 million expense in FY2023**, primarily reflecting **$167.3 million in business combination-related expenses** and **$46.5 million in fair value losses** (mainly from the revaluation of forward purchase agreements)[316](index=316&type=chunk) [B. Liquidity and Capital Resources](index=83&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company primarily funds operations and working capital through debt and equity financing, reporting **$0.8 million in cash and cash equivalents** and **$19.9 million in trade and other payables** as of September 30, 2023, indicating significant liquidity constraints; however, it has secured **$10 million in liquidity** through an equity purchase agreement with Yorkville Advisors Global, LP and plans further securities issuance to support the i300's production and commercial launch, with management confident these measures will provide sufficient liquidity despite ongoing going concern uncertainties - The company's primary liquidity needs are for product launch, debt repayment, and general corporate purposes, expected to be financed through delayed payments, securities issuance, and operating cash flow[318](index=318&type=chunk) Consolidated Cash Flow Summary ($ million) | Metric ($ million) | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Outflow from Operating Activities | (6.5) | (2.8) | | Net Cash Outflow from Investing Activities | (0.3) | (0.5) | | Net Cash Inflow from Financing Activities | 5.6 | 5.1 | | Net Increase/(Decrease) in Cash and Cash Equivalents | (1.1) | 1.8 | - Operating cash outflow in FY2023 was **$6.5 million**, primarily for personnel (**$3.6 million**), professional service fees (**$1.6 million**), marketing (**$0.9 million**), and inventory purchases (**$0.6 million**)[323](index=323&type=chunk) - Financing cash inflow in FY2023 was **$5.6 million**, mainly from **$7.6 million in loan financing**, offset by **$1.7 million in business combination-related professional fees**[328](index=328&type=chunk) - Non-cash transactions in FY2023 included **$157.7 million in share-based payment expenses** and **$46.5 million in fair value losses**[329](index=329&type=chunk) Contractual Obligations and Commitments as of September 30, 2023 ($ million) | Obligation Type | Less than 1 Year | 1 to 5 Years | More than 5 Years | Total | | :--- | :--- | :--- | :--- | :--- | | Bank Loans | 0.015 | 0.024 | — | 0.039 | | Notes | 3.908 | 1.175 | — | 5.083 | | Lease Liabilities | 0.085 | 0.256 | 0.110 | 0.451 | | Trade and Other Payables | 19.755 | — | — | 19.755 | | **Total** | **23.762** | **1.455** | **0.110** | **25.327** | - Trade and other payables as of September 30, 2023, included **$15.7 million in business combination-related professional service fees**, all due for payment before **April 2024**[335](index=335&type=chunk) - The company has entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville Advisors Global, LP, providing up to **$10 million in liquidity**, and plans to raise additional funds through market offerings to support the i300's production and commercial launch[347](index=347&type=chunk)[560](index=560&type=chunk)[561](index=561&type=chunk) [C. Research and Development, Patents and Licenses](index=86&type=section&id=C.%20Research%20and%20Development%2C%20Patents%20and%20Licenses) The company continuously invests in research and development and technology to expand its vehicle product line and enhance customer experience, with R&D activities reviewed and adjusted based on business needs, and related costs and intangible asset information disclosed in the financial statement notes - The company continuously invests in research and development and technology to expand its vehicle product line and enhance customer experience[340](index=340&type=chunk) [D. Trend Information](index=87&type=section&id=D.%20Trend%20Information) In fiscal year 2023, the company achieved several significant milestones, including design awards, patent grants, positive third-party reviews, and a financing partnership with Younited, all expected to drive strong demand for the i300 post-2024 launch; the company is actively pursuing European Whole Vehicle Type Approval (ECWVTA) and plans to commence deliveries in Q4 FY2024 upon certification, while also increasing staffing and public company operating costs, and securing funding through an equity purchase agreement with Yorkville Advisors Global, LP to initiate production and commercial rollout - In fiscal year 2023, the company achieved several significant milestones, including **two design awards** (including a Red Dot Product Design Award), the granting of patents related to the Z-shaped exoskeleton and removable front fender, positive third-party reviews from Electroheads (**over 3 million views**), and a partnership with Paris-based fintech Younited to offer instant credit payment solutions[341](index=341&type=chunk) - As of **September 30, 2023**, the company is prepared to commence production and continues efforts to obtain European Whole Vehicle Type Approval (ECWVTA), with initial customer deliveries in Europe anticipated in **Summer 2024**[342](index=342&type=chunk)[343](index=343&type=chunk) - The company plans to begin i300 sales in the UK and EU, with quantities of less than **1,000 vehicles**, through single vehicle approvals from national testing agencies before obtaining ECWVTA, to support customer test rides and marketing[343](index=343&type=chunk) - The company has entered into a Standby Equity Purchase Agreement with Yorkville Advisors Global, LP, planning to use the proceeds to initiate i300 production and commercial rollout[347](index=347&type=chunk) [E. Critical Accounting Estimates](index=87&type=section&id=E.%20Critical%20Accounting%20Estimates) The company's consolidated financial statements are prepared in accordance with IFRS, requiring management to make critical estimates and assumptions that affect reported amounts, with actual results potentially differing significantly from these estimates, which are continuously reviewed and revised - Consolidated financial statements are prepared in accordance with **IFRS**, and management makes critical estimates and assumptions during preparation[348](index=348&type=chunk) - Actual results may differ significantly from these estimates, which are continuously reviewed and revised[348](index=348&type=chunk) [Item 6. Directors, Senior Management and Employees](index=89&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section provides detailed information on the company's directors and senior management, including their ages, positions, and biographies, along with board diversity and family relationships; it also discloses executive and director compensation structures, including cash and equity incentives, and outlines board practices, committee compositions, employee numbers, and the incentive compensation clawback policy [A. Directors and Senior Management](index=89&type=section&id=A.%20Directors%20and%20Senior%20Management) This section lists the company's directors and senior management as of September 30, 2023, including Chairman Anthony Posawatz, CEO Swin Chatsuwan, President Jeremy North, and other independent directors and executives, providing detailed biographies highlighting their extensive experience in automotive, finance, design, and legal fields Directors and Senior Management (as of September 30, 2023) | Name | Age | Position | | :--- | :--- | :--- | | Anthony Posawatz | 63 | Chairman of the Board | | Swin Chatsuwan | 60 | Chief Executive Officer and Director | | Jeremy North | 62 | President and Director | | Kenneth West | 65 | Independent Director | | Patricia Wilber | 62 | Independent Director | | Patchara Rattakul | 61 | Independent Director | | Edouard Meylan | 47 | Non-Executive Director | | Warin Thanathawee | 39 | Chief Design Officer | | David McIntyre | 51 | Chief Commercial Officer | | Kiattipong Arttachariya | 37 | Chief Strategy Officer | | David Sturgeon | 54 | Chief Financial Officer | | Theodore Allegaert | 59 | Chief Legal Officer | | Belinda Vinke | 54 | Chief Brand Officer | - Anthony Posawatz serves as Non-Executive Chairman, bringing extensive experience in the electric vehicle and automotive industries[350](index=350&type=chunk) - Swin Chatsuwan is Zapp's founder and CEO, leading the company's operations since **2017**[351](index=351&type=chunk) [Board Diversity](index=93&type=section&id=Board%20Diversity) The company discloses its board diversity statistics as of September 30, 2023, in accordance with Nasdaq rules, with the board comprising seven directors, including one female and six males, and believes it complies with Nasdaq's board diversity requirements - The company's board of directors consists of **seven directors**[365](index=365&type=chunk) Board Diversity Matrix (as of September 30, 2023) | Category | Female | Male | Non-Binary | Undisclosed Gender | | :--- | :--- | :--- | :--- | :--- | | Directors | 1 | 6 | — | — | | Underrepresented Individuals in Home Jurisdiction | 1 | | | | | LGBTQ+ | — | | | | | Undisclosed Demographic Background | — | | | | - The company believes it complies with Nasdaq's board diversity requirements[366](index=366&type=chunk) [Family Relationships](index=93&type=section&id=Family%20Relationships) The company discloses that CEO Swin Chatsuwan and Chief Brand Officer Belinda Vinke are married, with no other family relationships among executives and directors - CEO Swin Chatsuwan and Chief Brand Officer Belinda Vinke are married[367](index=367&type=chunk) [B. Compensation](index=93&type=section&id=B.%20Compensation) Executive and director compensation includes base salaries, in-kind benefits, and equity incentives; as of September 30, 2023, total cash compensation and in-kind benefits for executives and directors amounted to **$1,168,934**, with some executives granted a total of **6,837,204 ordinary shares** subject to specific share price conditions, and non-executive directors receiving cash fees and equity awards; the company also discloses terms of equity incentive plans, including option exercise prices, validity periods, and vesting conditions - As of **September 30, 2023**, total cash compensation and in-kind benefits for executives and directors amounted to **$1,168,934**, including **$9,332 in pension payments** and **$4,567 in benefit payments**[369](index=369&type=chunk) - Some executives were granted a total of **6,837,204 ordinary shares**, but the issuance conditions had not been met as of **September 30, 2023**[370](index=370&type=chunk) - As of **September 30, 2023**, the company's executives and directors held a total of **3,535,517 unexercised options**, including **1,995,857 shares for Swin Chatsuwan** and **1,026,441 shares for Jeremy North**[373](index=373&type=chunk) - Options typically vest based on conditions such as successful listing, immediate vesting, or a **two-to-three-year service period**[374](index=374&type=chunk) [C. Board Practices](index=96&type=section&id=C.%20Board%20Practices) The company's board of directors comprises seven members, including four independent directors, and operates under a classified board system; the board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each with defined responsibilities and independent director members; founders retain the right to nominate directors under the Director Nomination Agreement, and the company has adopted a Code of Business Conduct and Ethics - The board of directors consists of **seven directors**, with **four independent directors** meeting Nasdaq corporate governance rules[375](index=375&type=chunk) - The board operates under a classified system, divided into **three classes**, with each director serving a **three-year term**[375](index=375&type=chunk)[376](index=376&type=chunk) - The board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each with independent director members[377](index=377&type=chunk)[379](index=379&type=chunk)[382](index=382&type=chunk) - Founders retain the right to nominate directors to the board under the Director Nomination Agreement, as long as they hold a certain percentage of ordinary shares[378](index=378&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, applicable to all employees, contractors, executives, and directors[384](index=384&type=chunk) [D. Employees](index=98&type=section&id=D.%20Employees) As of September 30, 2023, the company had 37 full-time employees, with 30 in Thailand and 7 in Europe; employees possess extensive experience in the automotive industry, and the company maintains good employee relations, with no work stoppages and no unionized workforce - As of **September 30, 2023**, the company had **37 full-time employees**, with **30 in Thailand** and **7 in Europe**[386](index=386&type=chunk) - As of **September 30, 2022**, the company had **22 full-time employees**, with **18 in Thailand** and **4 in Europe**[387](index=387&type=chunk) - The company's employees possess extensive experience in the automotive industry, and the company maintains good employee relations, with no work stoppages and no unionized workforce[387](index=387&type=chunk) [E. Share Ownership](index=100&type=section&id=E.%20Share%20Ownership) This section cross-references information on share ownership by the company's executives and directors to Item 7.A - Information on share ownership by the company's executives and directors is disclosed in Item 7.A[388](index=388&type=chunk) [F. Action to Recover Erroneously Awarded Compensation](index=100&type=section&id=F.%20Action%20to%20Recover%20Erroneously%20Awarded%20Compensation) The company adopted an Incentive Compensation Clawback Policy on December 1, 2023, to recover erroneously awarded incentive compensation if the company is required to restate financial statements due to material non-compliance; as of or after September 30, 2023, no incentive compensation subject to this policy has been granted - The company adopted an Incentive Compensation Clawback Policy on **December 1, 2023**, to recover erroneously awarded incentive compensation[389](index=389&type=chunk) - As of or after **September 30, 2023**, no incentive compensation subject to this policy has been granted[390](index=390&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=100&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section discloses the shareholdings of the company's major shareholders, including directors, executives, and their affiliates, as well as the total outstanding shares as of February 22, 2024; it also details related party transactions since October 1, 2022, such as asset transfers, share sales, and lease payments [A. Major Shareholders](index=100&type=section&id=A.%20Major%20Shareholders) As of February 22, 2024, the company had **59,893,327 ordinary shares** issued and outstanding; the board and executive team collectively held approximately **45.7% of the ordinary shares**, with Swin Chatsuwan holding **34.8%**, Warin Thanathawee **4.5%**, and Kiattipong Arttachariya **3.3%** - As of **February 22, 2024**, the company had **59,893,327 ordinary shares** issued and outstanding[392](index=392&type=chunk) Major Shareholder Holdings (as of February 22, 2024) | Shareholder Name | Number of Ordinary Shares | Percentage of Ordinary Shares (%) | | :--- | :--- | :--- | | Swin Chatsuwan | 20,837,832 | 34.8 | | Jeremy North | 1,087,366 | 1.8 | | Warin Thanathawee | 2,720,068 | 4.5 | | Kiattipong Arttachariya | 1,971,907 | 3.3 | | All Directors and Executive Officers Combined | 27,394,831 | 45.7 | [B. Related Party Transactions](index=102&type=section&id=B.%20Related%20Party%20Transactions) Since October 1, 2022, the company has engaged in several related party transactions, including asset transfers and debt settlements between Zapp Scooters (Thailand) Company Limited (ZTH) and Zapp Manufacturing (Thailand) Limited (ZMT, an affiliate), the sale of ZMT shares to Swin Chatsuwan (director and executive), and lease payments from ZTH to Paragon Partners Company Limited, controlled by Swin Chatsuwan - On **March 28, 2023**, Zapp Scooters (Thailand) Company Limited entered into an asset purchase agreement with Zapp Manufacturing (Thailand) Limited to transfer assets to settle debt[395](index=395&type=chunk) - On **March 30, 2023**, Zapp Scooters (Thailand) Company Limited sold all its shares in Zapp Manufacturing (Thailand) Limited to Swin Chatsuwan, who paid the Thai Baht equivalent of **$1,423**[396](index=396&type=chunk) - In FY2023, Zapp Scooters (Thailand) Company Limited paid a total of **$30,549 in rent** to Paragon Partners Company Limited, controlled by Swin Chatsuwan[397](index=397&type=chunk) [Item 8. Financial Information](index=102&type=section&id=Item%208.%20Financial%20Information) This section primarily references the consolidated financial statements and financial information found in other parts of the report (Item 18); additionally, it discloses an ongoing legal proceeding, a contract breach lawsuit filed by SPAC Advisory Partners LLC against Zapp UK, seeking **$3,630,000** in consulting fees [A. Consolidated Statements and Other Financial Information](index=102&type=section&id=A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) This section directs readers to Item 18 of this annual report for consolidated financial statements and other financial information - For consolidated financial statements and other financial information, please refer to Item 18 of this annual report[399](index=399&type=chunk) [Legal Proceedings](index=102&type=section&id=Legal%20Proceedings) Zapp UK is currently a defendant in a civil lawsuit filed by SPAC Advisory Partners LLC on October 19, 2023, in the Supreme Court of the State of New York, alleging non-payment of **$3,630,000** in business combination consulting fees; the company believes Zapp UK has strong defenses to this claim and will vigorously contest it - Zapp UK is a defendant in a civil lawsuit filed by SPAC Advisory Partners LLC, involving **$3,630,000 in business combination consulting fees**[401](index=401&type=chunk) - The company believes Zapp UK has strong defenses to this claim and will vigorously contest it[401](index=401&type=chunk) [B. Significant Changes](index=102&type=section&id=B.%20Significant%20Changes) This section states that the company has no significant changes - The company has no significant changes[402](index=402&type=chunk) [Item 9. The Offer and Listing](index=102&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section outlines the listing of the company's ordinary shares and public warrants on Nasdaq, trading under "ZAPP" and "ZAPPW" since May 1, 2023, noting that prior to this, there was no public trading market for the company's securities; it also states that sub-items such as plan of distribution, markets, selling shareholders, and dilution are not applicable [A. Offer and Listing Details](index=102&type=section&id=A.%20Offer%20and%20Listing%20Details) The company's ordinary shares and public warrants have been listed on Nasdaq since May 1, 2023, trading under ticker symbols "ZAPP" and "ZAPPW"; prior to this date, there was no public trading market for the company's securities - The company's ordinary shares and public warrants have been listed on Nasdaq since **May 1, 2023**, trading under ticker symbols “ZAPP” and “ZAPPW”[403](index=403&type=chunk) - Prior to this date, there was no public trading market for the company's securities[403](index=403&type=chunk) [B. Plan of Distribution](index=102&type=section&id=B.%20Plan%20of%20Distribution) This section states that the plan of distribution is not applicable - The plan of distribution is not applicable[404](index=404&type=chunk) [C. Markets](index=102&type=section&id=C.%20Markets) This section directs readers to Item 9.A for information on markets - Market information can be found in Item 9.A[405](index=405&type=chunk) [D. Selling Shareholders](index=102&type=section&id=D.%20Selling%20Shareholders) This section states that selling shareholders are not applicable - Selling shareholders are not applicable[406](index=406&type=chunk) [E. Dilution](index=102&type=section&id=E.%20Dilution) This section states that dilution is not applicable - Dilution is not applicable[407](index=407&type=chunk) [F. Expenses of the Issue](index=104&type=section&id=F.%20Expenses%20of%20the%20Issue) This section states that expenses of the issue are not applicable - Expenses of the issue are not applicable[408](index=408&type=chunk) [Item 10. Additional Information](index=104&type=section&id=Item%2010.%20Additional%20Information) This section provides additional company information, including share capital (not applicable), memorandum and articles of association, material contracts (such as the EXIM revolving loan agreement, director nomination agreement, amended and restated sponsor agreement, investor exchange and support agreement, management exchange and support agreement, registration rights agreement, and assignment, assumption, and amendment agreement), as well as exchange controls, tax considerations (Cayman Islands and U.S. federal income tax, including PFIC rules), and dividend policy; the company does not intend to pay dividends in the foreseeable future [A. Share Capital](index=104&type=section&id=A.%20Share%20Capital) This section states that share capital is not applicable - Share capital is not applicable[409](index=409&type=chunk) [B. Memorandum and Articles of Association](index=104&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) This section refers to the company's amended and restated memorandum and articles of association, a copy of which has been filed as Exhibit 1.2 and is incorporated by reference - The company's amended and restated memorandum and articles of association have been filed as Exhibit 1.2[410](index=410&type=chunk) [C. Material Contracts](index=104&type=section&id=C.%20Material%20Contracts) The company discloses several material contracts, including a revolving loan agreement with EXIM (up to **10 million Thai Baht**), a director nomination agreement with founder Swin Chatsuwan (granting the right to nominate directors), an amended and restated sponsor agreement (transfer restrictions and vesting conditions for sponsor shares), investor exchange and support agreements (transfer restrictions and vesting conditions for additional shares for investors), management exchange and support agreements (transfer restrictions and vesting conditions for additional shares for management), a registration rights agreement (providing registration rights), and an assignment, assumption, and amendment agreement related to warrants - Zapp Scooters (Thailand) Company Limited entered into a revolving loan agreement with EXIM, providing up to **10 million Thai Baht (approximately $274,687)** in short-term letters of credit and/or trust receipts[412](index=412&type=chunk) - The company entered into a director nomination agreement with its founder, granting the right to nominate board members, including a majority of directors, as long as the founder holds a certain percentage of ordinary shares[413](index=413&type=chunk) - The amended and restated sponsor agreement imposes transfer restrictions on **80% of ordinary shares** held by sponsors and their insiders post-business combination, and sets vesting conditions for **754,687 sponsor earn-out shares** (share price reaching **$14.00**)[418](index=418&type=chunk)[419](index=419&type=chunk) - The investor exchange and support agreement imposes transfer restrictions on **80% of ordinary shares** received by investors post-business combination and stipulates vesting conditions for additional ordinary shares (share price reaching **$12.00, $14.00, and $16.00**)[421](index=421&type=chunk)[422](index=422&type=chunk) - The management exchange and support agreement imposes transfer restrictions on **80% of ordinary shares** received by management shareholders post-business combination and stipulates vesting conditions for additional ordinary shares (share price reaching **$12.00, $14.00, and $16.00**)[424](index=424&type=chunk)[425](index=425&type=chunk) - The registration rights agreement requires the company to file a registration statement within **45 calendar days** of the business combination to register the resale of certain ordinary shares held by original and new holders[427](index=427&type=chunk) [D. Exchange Controls](index=108&type=section&id=D.%20Exchange%20Controls) The Cayman Islands has no government laws, decrees, regulations, or other legislation that could affect the import or export of capital or the remittance of dividends; there are no restrictions under Cayman Islands law or the company's articles of association on the right to hold or vote shares - The Cayman Islands has no government laws, decrees, regulations, or other legislation that could affect the import or export of capital or the remittance of dividends[429](index=429&type=chunk) - There are no restrictions under Cayman Islands law or the company's articles of association on the right to hold or vote shares[429](index=429&type=chunk) [E. Taxation](index=108&type=section&id=E.%20Taxation) This section outlines the Cayman Islands and U.S. federal income tax implications for the acquisition, ownership, and disposition of the company's ordinary shares and public warrants; the Cayman Islands currently imposes no taxes on profits, income, gains, or appreciation, nor any estate, inheritance, or gift taxes; for U.S. holders, it discusses dividend taxation, gains or losses from share and warrant sales, tax consequences of warrant exercise or expiration, and potential deemed dividends and rules for being considered a "passive foreign investment company" (PFIC) and its reporting requirements - The Cayman Islands currently imposes no taxes on profits, income, gains, or appreciation, nor any estate, inheritance, or gift taxes[469](index=469&type=chunk) - The company has obtained a tax concession undertaking from the Cayman Islands government, guaranteeing no taxes on profits, income, gains, or appreciation for **30 years from November 18, 2022**[470](index=470&type=chunk)[471](index=471&type=chunk) - For U.S. holders, dividends are generally taxed as ordinary income, and gains or losses from selling shares or warrants are typically capital gains or losses[436](index=436&type=chunk)[440](index=440&type=chunk) - The company believes it will not be classified as a PFIC once it begins selling motorcycles, but may have been classified as a PFIC in certain prior tax years (including the tax year of the business combination) and could still be classified as a PFIC in the future[450](index=450&type=chunk) - If the company is deemed a PFIC, U.S. holders may face tax treatment under the "excess distribution regime," QEF regime, or mark-to-market regime, with the excess distribution regime resulting in higher tax rates and interest charges[451](index=451&type=chunk)[452](index=452&type=chunk) - U.S. holders are required to file IRS Form 8621 annually to report their interest in a PFIC, otherwise they may face significant penalties[461](index=461&type=chunk) [F. Dividends and Paying Agents](index=118&type=section&id=F.%20Dividends%20and%20Paying%20Agents) The company plans to allocate all available funds and future earnings to business development and growth, thus not expecting to pay cash dividends to ordinary shareholders in the foreseeable future; dividend payments will be at the discretion of the board of directors, based on factors such as the company's financial condition, operating results, and capital needs - The company does not expect to pay cash dividends to ordinary shareholders in the foreseeable future[208](index=208&type=chunk)[474](index=474&type=chunk) - Dividend payments will be at the discretion of the board of directors, based on factors such as the company's financial condition, operating results, and capital needs[209](index=209&type=chunk)[474](index=474&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=120&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks in its daily operations, primarily including credit risk, liquidity risk, foreign exchange risk, and interest rate risk; detailed information can be found in Note 21 to the consolidated financial statements in this annual report - The company faces primary market risks including credit risk, liquidity risk, foreign exchange risk, and interest rate risk[479](index=479&type=chunk) - Detailed information can be found in Note 21 to the consolidated financial statements[479](index=479&type=chunk) [Item 12. Description of Securities Other Than Equity Securities](index=120&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) This section describes the company's securities other than equity securities, primarily focusing on public warrants; each Zapp EV public warrant entitles the holder to purchase one Zapp EV ordinary share at an exercise price of **$11.50 per share**, valid until April 28, 2028 [B. Warrants and Rights](index=120&type=section&id=B.%20Warrants%20and%20Rights) Each Zapp EV public warrant entitles the holder to purchase one Zapp EV ordinary share at an exercise price of **$11.50 per share**, valid until **April 28, 2028**, or earlier termination upon redemption or liquidation - Each Zapp EV public warrant entitles the holder to purchase **one Zapp EV ordinary share**[481](index=481&type=chunk) - The exercise price is **$11.50 per share**, valid until **April 28, 2028**, or earlier termination upon redemption or liquidation[481](index=481&type=chunk) Part II [Item 13. Defaults, Dividend Arrearages and Delinquencies](index=120&type=section&id=Item%2013.%20Defaults%2C%20Dividend%20Arrearages%20and%20Delinquencies) This section states that the company has no defaults, dividend arrearages, or delinquencies - The company has no defaults, dividend arrearages, or delinquencies[485](index=485&type=chunk) [Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=120&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section states that material modifications to the rights of security holders and the use of proceeds are not applicable - Material modifications to the rights of security holders and the use of proceeds are not applicable[486](index=486&type=chunk) [Item 15. Controls and Procedures](index=120&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section discloses the company's assessment of disclosure controls and procedures as of September 30, 2023, with management concluding they were ineffective; due to the new public company transition period, this annual report does not include management's report on the effectiveness of internal control over financial reporting or an attestation report from an independent registered public accounting firm; no significant changes in internal control occurred during the reporting period [A. Disclosure Controls and Procedures](index=120&type=section&id=A.%20Disclosure%20Controls%20and%20Procedures) As of September 30, 2023, the company's management assessed its disclosure controls and procedures as ineffective, failing to ensure timely recording, processing, summarization, and reporting of required information - As of **September 30, 2023**, the company's management assessed its disclosure controls and procedures as ineffective[488](index=488&type=chunk) [B. Management's Report on Internal Control over Financial Reporting](index=122&type=section&id=B.%20Management%27s%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) Due to the new public company transition period, this annual report does not include management's report on the effectiveness of internal control over financial reporting - Due to the new public company transition period, this annual report does not include management's report on the effectiveness of internal control over financial reporting[489](index=489&type=chunk) [C. Attestation Report of Registered Public Accounting Firm](index=122&type=section&id=C.%20Attestation%20Report%20of%20Registered%20Public%20Accounting%20Firm) Due to the new public company transition period, this annual report does not include an attestation report from the company's registered public accounting firm - Due to the new public company transition period, this annual report does not include an attestation report from the company's registered public accounting firm[490](index=490&type=chunk) [D. Changes in Internal Control Over Financial Reporting](index=122&type=section&id=D.%20Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No significant changes in the company's internal control over financial reporting occurred during the reporting period - No significant changes in the company's internal control over financial reporting occurred during the reporting period[491](index=491&type=chunk) [Item 16A. Audit Committee Financial Expert](index=122&type=section&id=Item%2016A.%20Audit%20Committee%20Financial%20Expert) Kenneth West serves as the company's audit committee financial expert - Kenneth West serves as the company's audit committee financial expert[492](index=492&type=chunk) [Item 16B. Code of Ethics](index=122&type=section&id=Item%2016B.%20Code%20of%20Ethics) The company has adopted a Code of Business Conduct and Ethics, applicable to all employees, contractors, executives, and directors, designed to meet the SEC and Nasdaq definitions of a "code of ethics"; any amendments or waivers will be disclosed on the company's website - The company has adopted a Code of Business Conduct and Ethics, applicable to all employees, contractors, executives, and directors[493](index=493&type=chunk) - This code is designed to meet the SEC and Nasdaq definitions of a "code of ethics," and any amendments or waivers will be disclosed on the company's website[493](index=493&type=chunk) [Item 16C. Principal Accountant Fees and Services](index=122&type=section&id=Item%2016C.%20Principal%20Accountant%20Fees%20and%20Services) This section discloses the audit fees paid to PKF Littlejohn LLP, the independent registered public accounting firm, with **$206,000 in audit fees for FY2023** and **$319,000 for FY2022**, the latter including the audit of two years of financial information required for the business combination registration statement; the company paid no tax or other fees to the independent auditor, and the audit committee pre-approved all audit and permissible non-audit services Independent Registered Public Accounting Firm Fees ($) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | 206,000 | 319,000 | | Tax Fees | — | — | | Other Fees | — | — | | **Total** | **206,000** | **319,000** | - The **2022 audit fees** included the audit of two years of financial information required for the business combination registration statement[495](index=495&type=chunk) - The audit committee pre-approved all audit and permissible non-audit services[500](index=500&type=chunk) [Item 16D. Exemptions from the Listing Standards for Audit Committees](index=124&type=section&id=Item%2016D.%20Exemptions%20from%20the%20Listing%20Standards%20for%20Audit%20Committees) This section states that exemptions from the listing standards for audit committees are not applicable - Exemptions from the listing standards for audit committees are not applicable[501](index=501&type=chunk) [Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers](index=124&type=section&id=Item%2016E.%20Purchase%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) This section states that the purchase of equity securities by the issuer and affiliated purchasers is not applicable - The purchase of equity securities by the issuer and affiliated purchasers is not applicable[502](index=502&type=chunk) [Item 16F. Change in Registrant's Certifying Accountant](index=124&type=section&id=Item%2016F.%20Change%20in%20Registrant%27s%20Certifying%20Accountant) This section states that a change in the registrant's certifying accountant is not applicable - A change in the registrant's certifying accountant is not applicable[503](index=503&type=chunk) [Item 16G. Corporate Governance](index=124&type=section&id=Item%2016G.%20Corporate%20Governance) As a "foreign private issuer," the company may elect to follow home country corporate governance practices instead of fully complying with Nasdaq's corporate governance requirements; while currently adhering to Nasdaq standards, the company plans to rely on an exemption for equity incentive plans, not requiring shareholder approval, which may offer less protection to shareholders compared to companies fully complying with all Nasdaq requirements - The company is a "foreign private issuer" and may elect to follow home country corporate governance practices instead of fully complying with Nasdaq's corporate governance requirements[504](index=504&type=chunk) - The company plans to rely on an exemption for equity incentive plans, not requiring shareholder approval, which may result in shareholders receiving less protection than those of companies fully complying with all Nasdaq requirements[195](index=195&type=chunk)[505](index=505&type=chunk) [Item 16H. Mine Safety Disclosure](index=124&type=section&id=Item%2016H.%20Mine%20Safety%20Disclosure) This section states that mine safety disclosure is not applicable - Mine safety disclosure is not applicable[506](index=506&type=chunk) [Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=124&type=section&id=Item%2016I.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This section states that disclosure regarding foreign jurisdictions that prevent inspections is not applicable - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[507](index=507&type=chunk) Part III [Item 17. Financial Statements](index=125&type=section&id=Item%2017.%20Financial%20Statements) This section directs readers to Item 18 for financial statements - For financial statements, please refer to Item 18[509](index=509&type=chunk) [Item 18. Financial Statements](index=125&type=section&id=Item%2018.%20Financial%20Statements) This section directs readers to pages F-1 through F-29 of this annual report for the company's financial statements - For financial statements, please refer to pages F-1 through F-29 of this annual report[510](index=510&type=chunk) [Item 19. Exhibits](index=125&type=section&id=Item%2019.%20Exhibits) This section lists the various exhibits filed by the company with the SEC, including corporate governance documents (e.g., incentive compensation clawback policy, articles of association), securities-related agreements (e.g., warrant agreement, sponsor agreement, investor and management exchange and support agreements, registration rights agreement), and other material contracts and certifications - Exhibits include the Zapp EV Incentive Compensation Clawback Policy and the Amended and Restated Memorandum and Articles of Association[512](index=512&type=chunk) - Exhibits also include securities-related documents such as the Warrant Agreement, Sponsor Agreement, Investor Exchange and Support Agreement, Management Exchange and Support Agreement, and Registration Rights Agreement[512](index=512&type=chunk) Index to Financial Statements [Report of Independent Registered Public Accounting Firm](index=130&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PKF Littlejohn LLP issued an unqualified audit opinion, stating that the company's consolidated financial statements for the fiscal years ended September 30, 2023, and 2022, are fairly presented in all material respects in accordance with International Financial Reporting Standards; the report also includes an explanatory paragraph regarding the company's going concern uncertainty due to accumulated losses, net losses, and cash outflows from operations, with insufficient liquidity to support operations through mid-2024 - PKF Littlejohn LLP issued an unqualified audit opinion on the company's consolidated financial statements for the fiscal years ended **September 30, 2023**, and **September 30, 2022**[524](index=524&type=chunk) - The audit report includes an explanatory paragraph regarding the company's going concern ability, noting accumulated losses, net losses, and cash outflows from operations, with insufficient liquidity to support operations through mid-2024[525](index=525&type=chunk) [Consolidated Statements of Profit or Loss and Other Comprehensive Income](index=131&type=section&id=Consolidated%20Statements%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company generated no revenue and incurred continuous operating losses in fiscal years 2023 and 2022, with the **annual loss for FY2023 reaching $222.1 million**, a significant increase from **$3.6 million in FY2022**, primarily driven by business combination-related expenses and fair value changes of financial instruments; basic and diluted loss per share was **$4.65 in FY2023** and **$0.09 in FY2022** Consolidated Statements of Profit or Loss and Other Comprehensive Income Summary ($ million) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenue | — | — | | Sales and Distribution Expenses | (1.425) | (0.423) | | General and Administrative Expenses | (6.373) | (3.187) | | Operating Loss | (7.798) | (3.610) | | Finance Income | 0.009 | 0.003 | | Finance Expenses | (0.561) | (0.305) | | Other (Expenses)/Income | (213.748) | 0.335 | | Loss Before Tax | (222.097) | (3.578) | | Loss for the Year | (222.097) | (3.578) | | Basic and Diluted Loss Per Share | (4.65) | (0.09) | - The **annual loss for FY2023 significantly increased to $222.1 million**, primarily due to business combination-related expenses and fair value changes of financial instruments[530](index=530&type=chunk) [Consolidated Statements of Financial Position](index=132&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) As of September 30, 2023, the company reported total assets of **$7.3 million** and total liabilities of **$25.8 million**, resulting in a **negative shareholder equity of $18.4 million**; current assets primarily included cash and cash equivalents, inventories, and trade and other receivables, while current liabilities significantly increased to **$23.7 million**, mainly due to higher trade and other payables and borrowings; non-current assets comprised property, plant and equipment, right-of-use assets, and intangible assets Consolidated Statements of Financial Position Summary ($ million) | Metric | September 30, 2023 | September 30, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and Cash Equivalents | 0.823 | 1.963 | | Inventories | 0.566 | 0.112 | | Trade and Other Receivables | 1.262 | 0.195 | | **Total Current Assets** | **2.651** | **2.270** | | Property, Plant and Equipment | 0.591 | 0.481 | | Right-of-Use Assets | 0.359 | 0.323 | | Intangible Assets | 1.043 | 1.019 | | Derivative Assets - Non-Current | 2.661 | — | | **Total Non-Current Assets** | **4.691** | **1.955** | | **Total Assets** | **7.342** | **4.225** | | **Liabilities** | | | | Trade and Other Payables | 19.885 | 0.905 | | Loans and Borrowings - Current | 3.714 | 0.012 | | Lease Liabilities - Current | 0.100 | 0.062 | | Derivative Liabilities - Current | — | 0.324 | | **Total Current Liabilities** | **23.698** | **1.303** | | Loans and Borrowings - Non-Current | 1.023 | 0.035 | | Lease Liabilities - Non-Current | 0.297 | 0.271 | | Derivative Liabilities - Non-Current | 0.603 | — | | **Total Non-Current Liabilities** | **2.081** | **0.410** | | **Total Liabilities** | **25.779** | **1.713** | | **Equity** | | | | Share Capital | 0.006 | 0.001 | | Share Premium | 120.966 | 8.994 | | Merger Reserve | 12.839 | — | | Share Option Reserve | 77.316 | 1.300 | | Accumulated Deficit | (229.646) | (7.544) | | **Total Equity** | **(18.438)** | **2.512** | | **Total Liabilities and Equity** | **7.342** | **4.225** | - As of **September 30, 2023**, the company's cash and cash equivalents were **$0.823 million**, a decrease from **$1.963 million** as of **September 30, 2022**[532](index=532&type=chunk) - As of **September 30, 2023**, trade and other payables significantly increased to **$19.885 million**, compared to **$0.905 million** as of **September 30, 2022**[532](index=532&type=chunk) - As of **September 30, 2023**, the company's accumulated deficit was **$229.6 million**, and total equity was **negative $18.4 million**[532](index=532&type=chunk) [Consolidated Statements of Changes in Equity](index=133&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) As of September 30, 2023, the company's total equity was **negative $18.4 million**, compared to **positive $2.5 million** as of September 30, 2022; this change primarily resulted from the **$2