Zapp Electric Vehicles Group Ltd美股招股说明书(2025-03-14版)

Up to 10,000,000 Ordinary Shares This prospectus relates to the offer and sale, from time to time, by YA II PN, Ltd., a Cayman Islands exemptlimited partnership (“Yorkville” or “Selling Shareholder”) of up to 10,000,000 ordinary shares (the “YorkvilleOrdinary Shares”) in the capital of Zapp Electric Vehicles Group Limited (the “Company”), par value $0.002per share (the “Ordinary Shares”), that consist of (x) Ordinary Shares that may be issued to Yorkville pursuant tothat certain Standby Equity Purchase Agreement, dated as of July 11, 2024 (the “Effective Date”), entered into byand between Yorkville and the Company (the “New SEPA”), either at the election of the Company following anAdvance Notice (as defined below) or pursuant to an Investor Notice (as defined below), and (y) Ordinary Shares(the “Commitment Shares”) that may be issued at our option to Yorkville as consideration for its irrevocablecommitment to subscribe for Ordinary Shares, from time to time after the date of this prospectus, upon the termsand subject to the conditions set forth in the New SEPA. As of the date of this prospectus, we have issued3,435,135 Ordinary Shares to Yorkville. See “Convertible Debt Issue andCommitted Equity Financing” for a description of the New SEPA and thePromissory Notes and “Selling Shareholder” for additional information regarding Yorkville. In connection with the New SEPA, and subject to the conditions set forth therein, Yorkville agreed to advance tothe Company in three parts the principal amount of $4.0 million (the “Pre-Paid Advance”), which was evidencedby promissory notes (the “Promissory Notes”) convertible into Ordinary Shares (as converted, the “ConversionShares”). The first part of the Pre-Paid Advance in a principal amount of $1.0 million was advanced on July 12,2024. The second part of the Pre-Paid Advance in a principal amount of $1.0 million was advanced on July 23,2024. The third part of the Pre-Paid Advance in a principal amount of $2.0 million was advanced on July 26,2024. Each part of the Pre-Paid Advance was subject to a discount in the amount equal to 5% of the principalamount thereof netted from the purchase price due and structured as an original issue discount (the “OriginalIssue Discount”). The Original Issue Discount did not reduce the principal amount of the Promissory Notes. Principal, interest and any other payments due under the Promissory Notes shall be paid in cash on July 11, 2025,unless previously redeemed by the Company or converted by Yorkville. Except as specifically permitted by theterms of the Promissory Notes, the Company may not prepay or redeem any portion of the outstanding principaland accrued and unpaid interest thereunder. Subject to the terms set forth in the Promissory Notes, and from timeto time after the issuance date, Yorkville is entitled to convert any portion of the outstanding principal of thePromissory Notes plus accrued and unpaid interest outstanding on such Promissory Notes (each such amount, the“Conversion Amount”) into Ordinary Shares at the Conversion Price (as defined below). The number ofConversion Shares issuable upon conversion of each Conversion Amount is determined by dividing (x) suchConversion Amount by (y) the Conversion Price. The “Conversion Price” means, as of any conversion date orother date of determination and subject to adjustments set forth in the Promissory Notes, the lower of (i) withrespect to each Promissory Note, 100% of the VWAP (as defined below) on the day prior to issuance of theapplicable Promissory Note (or $11.10 per Ordinary Share with respect to the Promissory Note issued inconnection with the first part of the Pre-Paid Advance), or (ii) 88% of the lowest daily VWAP (as defined below) during the 10 consecutive trading days immediately preceding the conversion date or other date of determination,but not lower than $1.25 per Ordinary Share. The Conversion Price may be adjusted from time to time pursuantto the terms and conditions of the Promissory Notes. As of the date of this prospectus, following several suchconversions, the remaining principal amount outstanding under the Promissory Notes was $0.5 million. Pursuant to the New SEPA, subject to the terms and conditions set forth therein, the Company has the right, butnot the obligation, to issue (each such issuance, an “Advance”) to Yorkville, and Yorkville has the obligation tosubscribe for Ordinary Shares for an aggregate subscription amount of up to $50.0 million (the “CommitmentAmount”), at any time from the Effective Date of the New SEPA until February 10, 2027, unless earlierterminated in accordance with the New SEPA (the “Commitment Period”), by delivering written notice to Yorkville (each,an “Advance Notice”). The Company does not have the right to require Yorkville to subscribe for any OrdinaryShares under the New SEPA if a balance remains outstanding under a Promissory Note unless an AmortizationEvent (as defined in the Promissory Notes) has occurred and th