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 exempt limitedpartnership (“Yorkville” or “Selling Shareholder”) of up to 10,000,000 ordinary shares (the “Yorkville Ordinary Shares”) in thecapital of Zapp Electric Vehicles Group Limited (the “Company”), par value $0.002 per share (the “Ordinary Shares”), thatconsist of (x) Ordinary Shares that may be issued to Yorkville pursuant to that certain Standby Equity Purchase Agreement, datedas of July 11, 2024 (the “Effective Date”), entered into by and between Yorkville and the Company (the “New SEPA”), either atthe election of the Company following an Advance 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 itsirrevocable commitment to subscribe for Ordinary Shares, from time to time after the date of this prospectus, upon the terms andsubject to the conditions set forth in the New SEPA. As of the date of this prospectus, we have issued 3,435,135 Ordinary Shares toYorkville. See “Convertible Debt Issue andCommitted Equity Financing” for a description of the New SEPA and the Promissory Notesand “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 to theCompany in three parts the principal amount of $4.0 million (the “Pre-Paid Advance”), which was evidenced by promissory notes(the “Promissory Notes”) convertible into Ordinary Shares (as converted, the “Conversion Shares”). The first part of the Pre-PaidAdvance in a principal amount of $1.0 million was advanced on July 12, 2024. The second part of the Pre-Paid Advance in aprincipal 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 to5% of the principal amount 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, unlesspreviously redeemed by the Company or converted by Yorkville. Except as specifically permitted by the terms of the PromissoryNotes, the Company may not prepay or redeem any portion of the outstanding principal and accrued and unpaid interest thereunder.Subject to the terms set forth in the Promissory Notes, and from time to time after the issuance date, Yorkville is entitled to convertany portion of the outstanding principal of the Promissory Notes plus accrued and unpaid interest outstanding on such PromissoryNotes (each such amount, the “Conversion Amount”) into Ordinary Shares at the Conversion Price (as defined below). Thenumber of Conversion Shares issuable upon conversion of each Conversion Amount is determined by dividing (x) such ConversionAmount by (y) the Conversion Price. The “Conversion Price” means, as of any conversion date or other date of determination andsubject to adjustments set forth in the Promissory Notes, the lower of (i) with respect to each Promissory Note, 100% of the VWAP(as defined below) on the day prior to issuance of the applicable Promissory Note (or $11.10 per Ordinary Share with respect to thePromissory Note issued in connection with the first part of the Pre-Paid Advance), or (ii) 88% of the lowest daily VWAP (asdefined 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 pursuant to the terms andconditions of the Promissory Notes. As of the date of this prospectus, following several such conversions, the remaining principalamount 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, but not theobligation, to issue (each such issuance, an “Advance”) to Yorkville, and Yorkville has the obligation to subscribe for OrdinaryShares for an aggregate subscription amount of up to $50.0 million (the “Commitment Amount”), at any time from the EffectiveDate of the New SEPA until February 10, 2027, unless earlier terminated in accordance with the New SEPA (the “Commitment Period”), by delivering written notice to Yorkville (each, an “AdvanceNotice”). The Company does not have the right to require Yorkville to subscribe for any Ordinary Shares under the New SEPA if abalance remains outstanding under a Promissory Note unless an Amortization Event (as defined in the Promissory Notes) hasoccurred and