Cover
Cover | 12 Months Ended |
Sep. 30, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Zapp Electric Vehicles Group Limited |
Entity Central Index Key | 0001955104 |
Current Fiscal Year End Date | --09-30 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
ICFR Auditor Attestation Flag | false |
Securities Act File Number | 001-41693 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 87/1 Wireless Road |
Entity Address, Address Line Two | 26/F Capital TowerAll Seasons Place |
Entity Address, Address Line Three | Lumpini, Patumwan |
Entity Address, City or Town | Bangkok |
Entity Address, Postal Zip Code | 10330 |
Entity Address, Country | TH |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Name | PKF Littlejohn LLP |
Auditor Firm ID | 2814 |
Auditor Location | London, United Kingdom |
Entity Common Stock, Shares Outstanding | 57,897,470 |
Ordinary Shares | |
Document Information [Line Items] | |
Trading Symbol | ZAPP |
Title of 12(b) Security | Ordinary Shares |
Security Exchange Name | NASDAQ |
Warrants | |
Document Information [Line Items] | |
Trading Symbol | ZAPPW |
Title of 12(b) Security | Warrants |
Security Exchange Name | NASDAQ |
Business Contact | |
Document Information [Line Items] | |
Contact Personnel Name | Theodore Allegaert, Chief Legal Officer |
Entity Address, Address Line One | 87/1 Wireless Road – |
Entity Address, Address Line Two | 26/F Capital TowerAll Seasons Place |
Entity Address, Address Line Three | Lumpini, Patumwan |
Entity Address, City or Town | Bangkok |
Entity Address, Postal Zip Code | 10330 |
City Area Code | +66 |
Local Phone Number | 2654 3550 |
Contact Personnel Email Address | ta@zappev.com |
Entity Address, Country | TH |
CONSOLIDATED STATEMENT OF PROFI
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Selling and distribution expenses | $ (1,425,334) | $ (423,123) |
General and administrative expenses | (6,372,718) | (3,187,006) |
Operating loss | (7,798,052) | (3,610,129) |
Finance income | 9,292 | 2,693 |
Finance expense | (561,005) | (305,483) |
Other (expenses) / income | (213,747,726) | 335,329 |
Loss before tax | (222,097,491) | (3,577,590) |
Loss for the year | $ (222,097,491) | $ (3,577,590) |
Earnings per share | ||
Basic earnings per share | $ (4.65) | $ (0.09) |
Diluted earnings per share | $ (4.65) | $ (0.09) |
Foreign currency translation differences | $ (24,402) | $ (245,632) |
Other comprehensive loss for the year, net of tax | (24,402) | (245,632) |
Total comprehensive loss for the year | $ (222,121,893) | $ (3,823,222) |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Current assets [abstract] | ||
Cash and cash equivalents | $ 823,223 | $ 1,963,087 |
Inventory | 566,226 | 111,734 |
Trade and other receivables | 1,261,700 | 195,188 |
Total current assets | 2,651,149 | 2,270,009 |
Non-current assets [abstract] | ||
Property, plant and equipment | 590,795 | 480,657 |
Right-of-use assets | 359,057 | 323,224 |
Intangible assets | 1,042,880 | 1,018,878 |
Loans receivable - non-current | 21,407 | |
Derivative assets - non-current | 2,660,568 | |
Other non-current assets | 37,374 | 111,233 |
Total non-current assets | 4,690,674 | 1,955,399 |
Total assets | 7,341,823 | 4,225,408 |
Current liabilities | ||
Trade and other payables | 19,884,517 | 905,132 |
Loans and borrowings - current | 3,713,717 | 12,490 |
Lease liabilities - current | 99,961 | 61,743 |
Derivative liabilities - current | 323,864 | |
Total current liabilities | 23,698,195 | 1,303,229 |
Non-current liabilities | ||
Loans and borrowings - non-current | 1,022,866 | 34,871 |
Lease liabilities - non-current | 296,773 | 271,073 |
Derivative liabilities - non-current | 603,028 | |
Other non-current liabilities | 158,578 | 103,795 |
Total non-current liabilities | 2,081,245 | 409,739 |
Total liabilities | 25,779,440 | 1,712,968 |
Equity | ||
Share capital | 5,790 | 940 |
Share premium | 120,966,057 | 8,994,292 |
Merger reserve | 12,838,970 | |
Share option reserve | 77,315,847 | 1,300,373 |
Foreign currency translation reserve | (263,227) | (238,825) |
Equity accounted warrants | 345,218 | |
Accumulated deficit | (229,646,272) | (7,544,340) |
Total equity | (18,437,617) | 2,512,440 |
Total equity and liabilities | $ 7,341,823 | $ 4,225,408 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) | Total | Share Capital | Share Premium | Accumulated Deficit | Share Option Reserve | Equity Accounted Warrants | Merger Reserve | Foreign Currency Translation Reserve |
Beginning balance at Sep. 30, 2021 | $ (223,751) | $ 841 | $ 2,797,342 | $ (3,966,750) | $ 938,009 | $ 6,807 | ||
Comprehensive loss for the year | ||||||||
Loss for the year | (3,577,590) | (3,577,590) | ||||||
Other comprehensive loss | (245,632) | (245,632) | ||||||
Contributions by and distributions to owners | ||||||||
Shares issued for cash | 5,155,544 | 72 | 5,155,472 | |||||
Conversion from convertible loan note | 919,970 | 26 | 919,944 | |||||
Shares issued to employee | 121,535 | 1 | 121,534 | |||||
Share based payments | 362,364 | 362,364 | ||||||
Ending balance at Sep. 30, 2022 | 2,512,440 | 940 | 8,994,292 | (7,544,340) | 1,300,373 | (238,825) | ||
Comprehensive loss for the year | ||||||||
Loss for the year | (222,097,491) | (222,097,491) | ||||||
Other comprehensive loss | (24,402) | (24,402) | ||||||
Contributions by and distributions to owners | ||||||||
Conversion from convertible loan note | 6,296,437 | 190 | 6,296,247 | |||||
Loss on disposal of affiliate | (4,441) | (4,441) | ||||||
Recapitalization at the Business Combination | 116,921,320 | 4,417 | 103,732,715 | $ 345,218 | $ 12,838,970 | |||
Shares issued under FPA agreement | 1,943,046 | 243 | 1,942,803 | |||||
Share based payments | 76,015,474 | 76,015,474 | ||||||
Ending balance at Sep. 30, 2023 | $ (18,437,617) | $ 5,790 | $ 120,966,057 | $ (229,646,272) | $ 77,315,847 | $ 345,218 | $ 12,838,970 | $ (263,227) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Loss for the year | $ (222,097,491) | $ (3,577,590) |
Adjustment for: | ||
Depreciation of property, plant and equipment and right-of-use assets | 287,800 | 114,042 |
Impairment of property, plant and equipment and right-of-use assets | 40,599 | |
Amortization of intangible assets | 136,489 | 135,045 |
Equity settled share based payment charge | 70,892,497 | 362,364 |
Equity settled bonus payment | 121,535 | |
Fair value movements | 46,477,209 | 62,687 |
Foreign exchange movements | 96,548 | (182,583) |
Share-based payment charge on acquisition of CIIG | 81,551,286 | |
Professional fees in association with the Business Combination | 15,992,016 | |
Loss on early termination of leases | (11,309) | |
Loss on disposal of shares in affiliates | (1,423) | |
Finance income | (9,292) | (2,693) |
Finance expense | 560,009 | 305,483 |
Total adjustments to reconcile profit (loss) | (6,085,062) | (2,661,710) |
Changes in: | ||
Inventories | (572,083) | (90,674) |
Trade and other receivables | (586,560) | (134,659) |
Other non-current assets | 73,520 | (111,110) |
Trade and other payables | 611,064 | 162,890 |
Other non-current liabilities | 53,698 | 32,404 |
Cash generation from operating activities | (6,505,423) | (2,802,859) |
Net cash used in operating activities | (6,505,423) | (2,802,859) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (173,335) | (633,102) |
Acquisition of intangible assets | (123,662) | (65,668) |
Loan to related parties | 1,834 | (15,416) |
Interest received | 9,292 | 2,693 |
Restricted cash | 245,247 | |
Net cash used in investing activities | (285,871) | (466,246) |
Cash flows from financing activities | ||
Drawdown of loans | 7,579,105 | |
Repayment of loans | (84,606) | (12,695) |
Payment of lease liabilities | (109,974) | (33,883) |
Proceeds from issuance of shares | 5,155,544 | |
Professional fees in association with the Business Combination | (1,680,440) | |
Interest paid | (55,248) | (38,985) |
Net cash from financing activities | 5,648,837 | 5,069,981 |
Net (decrease) increase in cash and cash equivalents | (1,142,457) | 1,800,876 |
Cash and cash equivalents at October 1, 2022 and 2021 | 1,963,087 | 159,723 |
Effect of exchange rate fluctuations on cash held | 2,593 | 2,488 |
Cash and cash equivalents at September 30, 2023 and 2022 | $ 823,223 | $ 1,963,087 |
Reporting Entity
Reporting Entity | 12 Months Ended |
Sep. 30, 2023 | |
Corporate information and statement of IFRS compliance [abstract] | |
Reporting entity | 1. Reporting entity Zapp Electric Vehicles Group Ltd (the “Company” or "Zapp EV") is an exempted company incorporated under the laws of the Cayman Islands on November 15, 2022. The Company’s registered office is at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands . The Company’s principal executive office is at 87/1 Wireless Road, 26/F Capital Tower, All Seasons Place, Lumpini, Patumwan, Bangkok 10330, Thailand . The Group’s principal activity is the design, manufacture and sale of electric vehicles. The financial statements incorporate the accounts of the Company and entities controlled by the Company (“its subsidiaries”). The term “Group” means, subsequent to closing of the Business Combination, Zapp Electric Vehicles Group Ltd and its subsidiaries. The Business Combination On April 28, 2023 , Zapp Electric Vehicles Group Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands, consummated the business combination pursuant to the Agreement and Plan of Merger, dated as of November 22, 2022 (the “Merger Agreement”), by and among Zapp EV, CIIG Capital Partners II, Inc. (“CIIG II”), Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales (“Zapp UK”) and Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Zapp EV (“Merger Sub”). The Merger Agreement provided that the parties thereto would enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) the shareholders of Zapp UK transferred their respective ordinary shares of Zapp UK to Zapp EV in exchange for ordinary shares of Zapp EV (“Zapp EV Ordinary Shares”, and such exchange, the “Company Exchange”); and (ii) immediately following the Company Exchange, Merger Sub merged with and into CIIG II, with CIIG II being the surviving corporation in the merger (the “Merger”), and each outstanding share of common stock of CIIG II (other than certain excluded shares) would convert into the right to receive one Zapp EV Ordinary Share. Upon the consummation of the Business Combination: (i) the shareholders of Zapp UK transferred their respective ordinary shares of Zapp UK to Zapp EV in exchange for 41,296,259 Zapp EV Ordinary Shares pursuant to the Company Exchange, (ii) $ 6.1 million in aggregate principal amount of Zapp UK’s senior unsecured convertible loan notes due 2025 (the “Zapp UK Convertible Loan Notes”) were automatically redeemed at the principal amount by conversion into ordinary shares of Zapp UK, which were then transferred to Zapp EV in exchange for 871,428 Zapp EV Ordinary Shares; (iii) all Zapp UK options, whether vested or unvested, were released and cancelled by holders of Zapp UK options in exchange for 4,410,844 options to purchase Zapp EV Ordinary Shares (“Zapp EV Exchange Options”), of which 4,082,240 Zapp EV Exchange Options were fully vested upon the consummation of the Business Combination; (iv) the 6,000,000 Zapp UK warrants issued to Michael Joseph to purchase 6,000,000 ordinary shares of Zapp UK ceased to be warrants with respect to ordinary shares of Zapp UK and were assumed by Zapp EV and converted into 3,412,469 fully vested warrants to purchase Zapp EV Ordinary Shares (“Zapp EV Exchange Warrants”); (v) all shares of CIIG II Class A common stock, par value $ 0.0001 per share, and CIIG II Class B common stock, par value $ 0.0001 per share, were cancelled and automatically deemed to represent the right to receive 28,750,000 Zapp EV Ordinary Shares and 7,187,500 Zapp EV Ordinary Shares (of which 754,687 Zapp EV Ordinary Shares are unvested and subject to certain vesting conditions), respectively; and (vi) each CIIG II warrant was modified to provide that such warrant no longer entitles the holder thereof to purchase the number of shares of CIIG II’s common stock set forth therein and in substitution thereof such warrant would entitle the holder to acquire the same number of Zapp EV Ordinary Shares per warrant on the same terms (“Zapp EV Public Warrants”). Upon consummation of the Business Combination, Zapp EV Ordinary Shares and Zapp EV Public Warrants commenced trading on The Nasdaq Stock Market LLC, or “Nasdaq”, under the symbols “ZAPP” and “ZAPPW,” respectively. As the Company Exchange constituted a common control transaction, the consolidated financial statements are prepared as a continuation of the financial statements of Zapp UK, the accounting acquirer, with a recapitalization to reflect the capital structure of Zapp EV. The comparatives are based on the operations of Zapp UK prior to the Transaction. As CIIG II does not constitute a business under the definitions of IFRS 3 Business Combinations , the Merger has been classified as a reverse acquisition and falls within the scope of IFRS 2 Share-based payment , with the issuance of shares to legacy CIIG II shareholders being treated as a share-based payment in exchange for the acquisition of the net assets of CIIG II by Zapp EV. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant accounting policies 2.1. Basis of preparation These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of IFRS. They were authorized for issue by the Company’s Board of Directors on February 23, 2024. Details of the Group’s accounting policies are included in Note 3. In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The areas where judgments and estimates have been made in preparing the financial statements and their effect are disclosed in Note 2.7. 2.2. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. a) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. b) Interests in equity-accounted investees An affiliate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Interests in affiliates are accounted for using the equity method. They are initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases. Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity. The Group’s interests in equity-accounted investees comprised an interest in an affiliate which was disposed of during the year ended September 30, 2023. See Note 13 for further details. c) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. 2.3. Basis of measurement The financial statements have been prepared on the historical cost basis, except for financial assets, financial liabilities and share-based payments that have been measured at fair value. 2.4. New and amended standards and interpretations The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in the financial year ended 30 September, 2023, but do not have an impact on the consolidated financial statements of the Group. • Amendments to IFRS 3 - Reference to the Conceptual Framework (effective for annual periods beginning on or after January 1, 2022). • Amendments to IAS 12 - International Tax Reform - Pillar 2 Model Rules (effective for annual periods beginning on or after January 1, 2023, however a temporary exemption from accounting for deferred taxes arising from the implementation of the OECD’s Pillar Two model rules is to be applied retroactively). • Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before Intended Use (effective for annual periods beginning on or after January 1, 2022). • Amendments to IAS 37 - Onerous Contracts - Costs of Fulfilling a Contract (effective for annual periods beginning on or after January 1, 2022). • Annual Improvements: IFRS 1 First-time Adoption of International Financial Reporting Standards - Subsidiary as a first time adopter (effective for annual periods beginning on or after January 1, 2022). • Annual Improvements: IFRS 9 Financial Instruments - Fees in the "10 per cent" test for derecognition of financial liabilities (effective for annual periods beginning on or after January 1, 2022). • Annual Improvements: IAS 41 Agriculture - Taxation in fair value measurements (effective for annual periods beginning on or after January 1, 2022). 2.5. Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of the issuance of the Group’s financial statements are listed below. The Group intends to adopt these new and amended standards, if applicable, when they become effective. The new standards and amendments are not expected to have a material impact on the Group: • IFRS 17 - Insurance Contracts (effective for annual periods beginning on or after January 1, 2023). • Amendments to IFRS 17 – Insurance Contracts (effective for annual periods beginning on or after January 1, 2023). • IFRS 17 and IFRS 9 – Initial application of IFRS 17 and IFRS 9 – Comparative Information (effective for annual periods beginning on or after January 1, 2023). • Amendments to IAS 8 – Definition of Accounting Estimates (effective for annual periods beginning on or after January 1, 2023). • Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies (effective for annual periods beginning on or after January 1, 2023). Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for annual periods beginning on or after January 1, 2023). • Amendments to IAS 12 – International Tax Reform - Pillar 2 Model Rules (effective for annual periods beginning on or after January 1, 2023, with respect to the required disclosures). • Amendments to IAS 1 – Non-current liabilities with Covenants (effective for annual periods beginning on or after January 1, 2024). • Amendments to IAS 1 – Classification of Liabilities as current or non-current (effective for annual periods beginning on or after January 1, 2024). • Amendments to IFRS 16 – Lease liability in a sale and lease back (effective for annual periods beginning on or after January 1, 2024). • Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for annual periods beginning on or after January 1, 2024). • Amendments to IAS 21 – Lack of Exchangeability (effective for annual periods beginning on or after January 1, 2025). • Amendments to IFRS 10 and IAS 28 – Sale or contribution of assets between an investor and its associate or joint venture (available for optional adoption/ effective date deferred indefinitely). 2.6. Presentational currency These financial statements are presented in United States Dollars. All amounts have been presented to the nearest dollar, unless otherwise indicated. 2.7. Use of estimates and judgments In preparing these consolidated financial statements, management has made critical estimates and judgments that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Relevant information is included in the following notes: Note 12 Intangible assets—establishing the fair value of acquired intangible assets on an ongoing basis; Note 18 Leases—Whether an arrangement contains a lease; reasonably certain to exercise extension or termination options; determining the incremental borrowing rate; Note 20 Share-based payments—Key valuation assumptions; and Note 21 Financial instruments—Determining the fair value of financial instruments on the basis of significant unobservable inputs. 2.8. Going concern The financial statements have been prepared on a going concern basis. The Company had an accumulated deficit at September 30, 2023, a net loss and net cash used in operating activities for the reporting period then ended. As of that date, we had cash and cash equivalents of $ 0.8 million while our trade and other payables amounted to $ 19.9 million as we had agreed with certain key suppliers, most notably a number of professional services firms which had provided services related to the Business Combination, to delay the settlement of payment obligations. The Company is attempting to commence operations and generate revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations until that point. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has access to up to $ 10.0 million of liquidity through the Standby Equity Purchase Agreement with an affiliate of Yorkville Advisors Global, LP (see Note 24) which management believes will provide sufficient liquidity to enable production of the i300 to commence and its commercial launch in Europe in summer 2024. We intend to seek further extensions to our obligations to our suppliers and to raise approximately $ 5.0 million of additional funds by way of a private or public offering of securities. The Company raised $ 0.6 million in February 2024 through the issuance of additional shares (see Note 24) and expects to raise further funds through at the market offerings in the coming months. We believe that these funds, taken together, are sufficient to provide the Company with the liquidity required to commence production and launch commercially. We will have access to the EXIM facility (see Note 17) once we commence production, which management believes will provide sufficient liquidity to enable the Company to expand its operations in future years. Management’s plans to alleviate the conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. While we believe in the viability of our strategy to commence operations and raise additional funds, if these actions are not successful we will not have sufficient liquidity to continue to fund our operations by the middle of 2024. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policy [Abstract] | |
Accounting Policies | 3 . Accounting policies 3.1. Revenue The Group is in a pre-revenue stage and therefore has not yet commenced sales. Below is the policy the Group will implement once it begins to generate sales. The Group will evaluate revenue from contracts with customers based on the five-step model under IFRS 15: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. Revenue will be measured based on the consideration the Group expects to be entitled to in a contract with a customer and will exclude amounts collected on behalf of third parties. The Group will recognize revenue when it transfers control over a product or service to a customer. Sale of electric vehicles The Group plans to sell new electric vehicles directly to its customers, through its online platform. The prices of vehicles will be set forth in the customer contracts at stand-alone selling prices which will be agreed prior to delivery. The Group will satisfy its performance obligations for vehicle sales upon delivery, at which time the transfer of title, risks, and rewards of ownership and control will pass to the customer. The Group will recognize revenue at the agreed-upon purchase price stated in the contract less an estimate for returns. Prior to the delivery of each vehicle, payment will be received or financing will be arranged. Revenue will be recognized net of sales tax. Deferred revenue relates to undelivered vehicle orders. Deferred revenue is recognized at the point when cash is received for the order and is derecognized into revenue upon delivery of the vehicle to the customer. 3.2. Cost of sales The Group is in a pre-revenue stage and therefore has not yet incurred cost of sales. Below is the policy the Group will implement upon commencement of sales. Cost of sales will primarily relate to vehicle manufacturing costs, as well as any necessary adjustment to reflect inventory at the lower of cost and net realizable value. Cost of sales will also include the depreciation of moulds used in vehicle manufacture. 3.3. Leasing Group acting as a lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group classifies assets with value less than $ 5,000 as low-value. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 3 - 10 years Furniture, fixtures and office equipment 6 years Vehicles 4 - 5 years The estimated useful life of certain leasehold property has decreased in the year ended September 30, 2023 as a result of lease modifications during the year. Depreciation of other right-of-use assets is recognized within operating expenses in the statement of profit or loss. Lease liabilities At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. Interest on lease liabilities is recognized within finance expense in the statement of profit or loss. 3.4. Employee benefits Short-term and long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Defined contribution schemes Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate. Severance liabilities In certain countries in which the Group operates, employment law entitles employees to severance pay in certain situations. The entitlement to severance pay varies according to an individual employee’s tenure with the Group. The Group accounts for these severance liabilities based on an actuarial valuation using the Projected Unit Credit Method. There are no separate plan assets held in respect to these liabilities. Severance liabilities are recognized in the Group’s consolidated statement of financial position under non-current liabilities. The related expenses, if incurred during the period, are recognized in the Group’s consolidated statement of profit or loss. Prior service cost is initially recognized to other comprehensive income (loss) at the date of plan amendment. Such prior service cost is amortized as expenses as a component of net periodic pension cost using the weighted average remaining years of service to full eligibility date for active employees. 3.5. Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the retained earnings. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. 3.6. Taxation The income tax expense represents the sum of the tax currently payable and deferred tax. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. Deferred tax Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for differences arising on: • the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and • investments in subsidiaries and associates to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. Current and deferred tax Current and deferred tax are recognized in the statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 3.7. Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprises cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to insignificant risk of change in value. 3.8. Property, plant and equipment Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss. Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. Depreciation is recognized from the date the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Property, plant and equipment is depreciated over the estimated useful life of the assets as follows: Leasehold and leasehold improvements 3 - 10 years Furniture, fixtures and office equipment 3 - 10 years Plant equipment 5 years Vehicles 3 - 5 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. 3.9. Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. Amortization is recognized within operating expenses in the statement of profit or loss. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Development costs 10 years Patents and trademarks 10 years Software 5 - 10 years Internally-generated intangible assets Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes both employees of the Group and external contractors contributing to the development projects. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in the statement of profit or loss in the period in which it is incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. 3.10. Impairment of tangible and intangible assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of profit or loss. 3.11. Inventory Inventory consists of vehicles not yet delivered to customers and raw materials to be used in product development. Inventory is stated at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out allocation method. In the case of manufactured inventories, cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. 3.12. Provisions A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. Provision for dismantlement, removal and restoration are recognized when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amounts have been reliably estimated. The Group recognizes the estimated costs of dismantlement, removal or restoration of items of property, plant and equipment arising from the acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value. Changes in the estimated timing or amount of the expenditure or discount rate for asset dismantlement, removal and restoration costs are adjusted against the cost of the related property, plant and equipment, unless the decrease in the liability exceeds the carrying amount of the assets or the asset has reached the end of its useful life. In such cases, the excess of the decrease over the carrying amount of the asset or the changes in the liability is recognized in profit or loss immediately. 3.13. Convertible loan notes Convertible loan notes are accounted for as a hybrid financial instrument comprising: (i) a liability for the principal and interest amount, and (ii) a single compound embedded derivative instrument for the conversion options and premium feature. The host contract is classified as a financial liability because there is an obligation to make fixed interest payments on a quarterly basis and there is an obligation to deliver cash to the holder on redemption of the Convertible Notes at the maturity date. When the holders' conversion option meets “fixed-for-fixed” criterion it is classified as equity. When this criterion is not met, the holders' conversion option is classified as a derivative financial liability and revalued to its fair value at each reporting date. 3.14. Financial instruments Financial assets On initial recognition, a financial asset is classified as measured at amortized cost for trade and other receivables. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at fair value through profit or loss (“FVTPL”): • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These financial assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Financial liabilities Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expenses and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. Measurement of fair values - valuation techniques and significant unobservable inputs For the valuation techniques used in measuring Level 3 fair values for financial instruments in the statement of financial position, as well as the significant unobservable inputs used, see Note 21 . 3.15. Equity reserves The share option reserve represents the cumulative amounts charged to profit in respect of employee share option arrangements where the scheme has not yet been settled by means of an award of shares to an individual. The merger reserve represents equity shares issued in consideration for the shares of another company, where, as part of the arrangement, at least 90 % of the company was acquired. The merger reserve is recognized instead of share premium on the issue of the shares. The foreign currency translation reserve represents the difference between the translated values of assets and liabilities at the closing rate and the historical rate. |
Expenses by Nature
Expenses by Nature | 12 Months Ended |
Sep. 30, 2023 | |
Analysis of income and expense [abstract] | |
Expenses by Nature | 4. Expenses by nature Total selling and distribution expenses, and general and administrative expenses for the years ended September 30, 2023 and 2022 included expenses of the following nature: For the Year Ended September 30, (in USD) 2023 2022 Production expenses 402,089 65,538 Depreciation, amortization and impairments 464,370 249,087 Employee expenses 3,624,021 1,081,353 Marketing expenses 941,845 382,716 Professional fees 1,550,864 1,305,435 Other expenses 814,863 526,000 Total 7,798,052 3,610,129 |
Finance Income and Expense
Finance Income and Expense | 12 Months Ended |
Sep. 30, 2023 | |
Analysis of income and expense [abstract] | |
Finance Income and Expense | . Finance income and expense Finance income and expense comprised the following for the years ended September 30, 2023 and 2022: For the Year Ended September 30, (in USD) 2023 2022 Finance income Interest on bank deposits 9,292 2,693 Total finance income 9,292 2,693 Finance expense Interest on convertible notes ( 409,561 ) ( 266,498 ) Interest on loans and borrowings ( 103,605 ) ( 1,512 ) Interest on lease liabilities ( 39,402 ) ( 9,719 ) Other interest payable ( 8,437 ) ( 27,754 ) Total finance expense ( 561,005 ) ( 305,483 ) Finance income represents interest income. Finance expense consists primarily of interest on convertible loans and other borrowings (see Note 17) and the unwinding of discounting on leases and other financial liabilities (see Note 18). |
Expenses Relating to the Busine
Expenses Relating to the Business Combination | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of detailed information about business combination [abstract] | |
Expenses Relating to the Business Combination | 6. Expenses relating to the Business Combination During the year ended September 30, 2023, the Group incurred significant costs in connection with the Business Combination. The table below sets out these costs by nature, including identifying which costs were/are to be settled in cash and which costs were/are to be settled through the issue of equity instruments: (in USD) Cash-Settled Equity-Settled Total Professional fees 9,146,063 6,845,953 15,992,016 Share-based payment expense on management earnout — 64,082,445 64,082,445 Share-based payment expense on sponsor earnout — 5,690,340 5,690,340 Share-based payment expense on acquisition of CIIG II — 81,551,286 81,551,286 Total expenses relating to the Business Combination 9,146,063 158,170,024 167,316,087 Further information on the share-based payment expenses arising on the Business Combination is provided in Note 20. The share-based payment expense on acquisition of CIIG II relates to the excess of the fair value of the Ordinary Shares issued to non-redeeming CIIG II shareholders over the net assets of CIIG II on the closing of the Business Combination. Of the cash-settled amounts, $ 7,565,495 remained outstanding as at September 30, 2023 and is included within accounts payable and accrued liabilities. Upon closing of the Business Combination, the Group acquired liabilities of $ 11,491,920 relating to transaction expenses incurred by CIIG II. Of these, $ 11,300,921 remained outstanding as at September 30, 2023, of which $ 8,167,921 is included within accounts payable and accrued liabilities and $ 3,133,000 is included within loans and borrowings. Furthermore, the Group has made provision for excise tax on redeemed shares of $ 2,309,495 in relation to the new 1 percent excise tax on stock repurchases by publicly traded companies that occur after December 31, 2022 enacted under Section 4501 of the United States Inflation Reduction Act of 2022. |
Other (Expenses)_Income
Other (Expenses)/Income | 12 Months Ended |
Sep. 30, 2023 | |
Analysis of income and expense [abstract] | |
Other (Expenses)/Income | 7. Other (expenses)/income Other (expenses)/income comprised the following for the years ended September 30, 2023 and 2022: For the Year Ended September 30, (in USD) 2023 2022 Fair value movements ( 46,477,209 ) ( 62,687 ) Foreign exchange movements 14,868 394,072 Expenses relating to the Business Combination (see Note 6) ( 167,316,087 ) — Gain on early termination of leases 11,309 — Profit on disposal of shares in associates 1,423 — Sundry income 17,970 3,944 ( 213,747,726 ) 335,329 For the year ended September 30, 2023, fair value movements included $ 48,552,478 of losses on the revaluation of the Forward Purchase Agreements and gains of $ 2,039,723 on the revaluation of warrants accounted for as a financial liability (see Note 21). Expenses related to the Business Combination represent cash-settled and equity-settled expenses recognized in connection with the Business Combination and are detailed in Note 6 . |
Taxation
Taxation | 12 Months Ended |
Sep. 30, 2023 | |
Major components of tax expense (income) [abstract] | |
Taxation | 8. Taxation Reconciliation of effective tax rate The Group incurred tax losses for the years ended September 30, 2023 and 2022 and accordingly has not recognized any current income tax during such periods. The following table presents the reconciliation of effective tax rate for the years ended September 30, 2023 and 2022: For the Year Ended September 30, (in USD) 2023 2022 Loss before tax ( 222,097,491 ) ( 3,577,590 ) Income tax at the domestic rate of 22.00 % (2022: 20.31 %) ( 45,970,977 ) ( 726,609 ) Impact of difference in overseas tax rates 40,961,202 — Non-deductible expenses 2,685 98,838 Current year losses for which no deferred tax asset is recognized 5,026,928 643,122 Others ( 19,838 ) ( 15,351 ) — — The domestic rate of tax applied has been calculated as the average rate of corporation tax applicable in the United Kingdom between October 2022 and September 2023. The relevant rate was 19.00 % between October 2022 and March 2023 and 25.00 % between April 2023 and September 2023. Unrecognized deferred tax assets Deferred tax assets have not been recognized in respect of the following items because it is not probable that future taxable profits will be available against which the Group entities can utilize benefits therefrom as at September 30, 2023, and 2022: For the Year Ended September 30, (in USD) 2023 2022 Severance liabilities 31,716 20,532 Leases — 1,880 Tax losses 5,946,743 924,653 5,978,459 947,065 Deferred tax assets are recognized in the consolidated financial statements only to the extent that it is probable that future taxable profits will be available against which the Group can utilize the benefits. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislation of the countries in which the group companies operate. Tax losses carried forward Generally, tax losses in Thailand expire 5 years from the date the loss was incurred, but tax losses in the United Kingdom and France can be carried forward indefinitely. As at September 30, 2023, we had tax loss carry-forwards that will expire in the following periods: (in USD) 2024 52,238 2025 447,119 2026 691,144 2027 1,291,400 2028 2,989,672 No expiration 22,106,086 27,577,658 The losses are subject to examination by the tax authorities and to restriction on their utilization. In particular, the losses can only be utilized against profits arising in the legal entity in which they arose. |
Segment information
Segment information | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of geographical areas [abstract] | |
Segment information | 9. Segment information The Group's non-current assets by geographic location as at September 30, 2023 and September 30, 2022 were as follows: (in USD) September 30, September 30, Cayman Islands 2,661,418 — Europe 463,442 250,569 Thailand 1,565,814 1,704,830 4,690,674 1,955,399 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2023 | |
Earnings per share [abstract] | |
Earnings Per Share | 10. Earnings per share The following table sets forth the computation of basic and diluted loss per share for the years ended September 30, 2023 and September 30, 2022: For the Year Ended September 30, (in USD) 2023 2022 Loss for the year ( 222,097,491 ) ( 3,577,590 ) Basic weighted average number of ordinary shares 47,765,200 39,348,147 Basic and diluted loss per ordinary share ( 4.65 ) ( 0.09 ) The weighted average number of shares outstanding has been calculated by applying the exchange ratio set out in the Company Exchange to the weighted average number of Zapp UK shares outstanding during the period prior to the Business Combination. As the Group incurred net losses for the years ended September 30, 2023 and September 30, 2022, basic loss per share was the same as diluted loss per share in each year. The following weighted-average effects of potentially dilutive outstanding ordinary share awards, including share options, warrants, management earnout shares and sponsor earnout shares, were excluded from the computation of diluted loss per share because their effects would have been anti-dilutive for the years ended September 30, 2023 and September 30, 2022: For the Year Ended September 30, 2023 2022 Share options 4,296,795 3,957,499 Warrants 33,009,937 3,421,469 Management earnout shares 8,518,290 — SAP earnout shares 683,720 — Sponsor earnout shares 754,687 — Total 47,263,429 7,378,968 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Sep. 30, 2023 | |
Property, plant and equipment [abstract] | |
Property, plant and equipment | Property, plant and equipment (in USD) Leasehold and leasehold improvements Furniture, fixtures and office equipment Plant equipment Vehicles Assets under construction and installation Total Cost At October 1, 2021 — 6,661 58,106 — 225,295 290,062 Additions 69,855 65,939 136,398 58,606 — 330,798 Transfers — — 217,625 — ( 217,625 ) — Effect of movements in exchange rates ( 6,430 ) ( 5,958 ) ( 32,321 ) ( 4,336 ) ( 7,670 ) ( 56,715 ) At September 30, 2022 63,425 66,642 379,808 54,270 — 564,145 Additions 37,935 75,797 31,756 141,511 — 286,999 Effect of movements in exchange rates 3,119 ( 791 ) 5,162 ( 6,868 ) — 622 At September 30, 2023 104,479 141,648 416,726 188,913 — 851,766 Accumulated depreciation and impairment losses At October 1, 2021 — 3,359 7,272 — — 10,631 Depreciation for the year 3,588 3,477 67,838 5,074 — 79,977 Effect of movements in exchange rates ( 338 ) ( 621 ) ( 5,786 ) ( 375 ) — ( 7,120 ) At September 30, 2022 3,250 6,215 69,324 4,699 — 83,488 Depreciation for the year 26,667 22,545 84,898 33,397 — 167,507 Impairment for the year 11,276 3,736 — — — 15,012 Effect of movements in exchange rates ( 700 ) ( 756 ) ( 2,171 ) ( 1,409 ) — ( 5,036 ) At September 30, 2023 40,493 31,740 152,051 36,687 — 260,971 Carrying amounts At October 1, 2021 — 3,302 50,834 — 225,295 279,431 At September 30, 2022 60,175 60,427 310,484 49,571 — 480,657 At September 30, 2023 63,986 109,908 264,675 152,226 — 590,795 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of detailed information about intangible assets [abstract] | |
Intangible Assets | 12 . Intangible assets (in USD) Development costs Patents and trademarks Software Total Cost At October 1, 2021 1,333,030 25,703 — 1,358,733 Additions 19,960 34,811 941 55,712 Effect of movements in exchange rates ( 142,117 ) ( 5,396 ) ( 69 ) ( 147,582 ) At September 30, 2022 1,210,873 55,118 872 1,266,863 Additions 18,186 5,712 117,951 141,849 Effect of movements in exchange rates 20,797 1,221 ( 4,447 ) 17,571 At September 30, 2023 1,249,856 62,051 114,376 1,426,283 Accumulated amortization and impairment losses At October 1, 2021 133,303 4,131 — 137,434 Amortization for the year 129,473 5,568 4 135,045 Effect of movements in exchange rates ( 23,642 ) ( 852 ) — ( 24,494 ) At September 30, 2022 239,134 8,847 4 247,985 Amortization for the year 129,668 6,144 677 136,489 Effect of movements in exchange rates ( 972 ) ( 84 ) ( 15 ) ( 1,071 ) At September 30, 2023 367,830 14,907 666 383,403 Carrying amounts At October 1, 2021 1,199,727 21,572 — 1,221,299 At September 30, 2022 971,739 46,271 868 1,018,878 At September 30, 2023 882,026 47,144 113,710 1,042,880 Capitalized development costs represents the cost of prototype vehicles and other components based on contractual terms. The development costs are being amortized over a useful life of 10 years ; as at September 30, 2023 the remaining useful life was 7 years . Amortization expenses of $ 136,489 for the year ended September 30, 2023 and $ 135,045 for the year ended September 30, 2022 have been recognized in general and administrative expenses. |
Investments in Associates
Investments in Associates | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of associates [abstract] | |
Investments in Associates | 13. Investments in Associates On March 28, 2023 our wholly owned subsidiary Zapp Scooters (Thailand) Company Limited ("ZTH") entered into an asset sale and purchase agreement with Zapp Manufacturing Thailand Company Limited ("ZMT") whereby the certain capitalized development costs would be transferred in exchange for the settlement of existing acknowledged debt between the two companies. At the time of the transaction, ZTH held a 49 % shareholding in ZMT, which was an associate of the Group. The remaining shares of ZMT were held by Swin Chatsuwan, a director and executive officer of the Group. On March 30, 2023 ZTH sold its 49 % shareholding in ZMT to Mr.Chatsuwan. At the time of the transaction the carrying value of the Group's equity accounted investment in ZMT was $nil due to historic losses incurred by ZMT. At the time of the transaction both parties were controlled by Mr. Chatsuwan and as such, the transaction fell within the scope of a Business Combination Under Common Control . The Group has elected to apply the book value method in accounting for the business combination. As a result, the Group has recognized the capitalized development costs acquired at their book value on the transaction date of $ 18,186 . The carrying value of the acknowledged debt at the time of the transaction was $ 22,652 . The Group has elected to recognize the difference between the consideration and the carrying value of the assets acquired of $ 4,166 directly within retained earnings as a loss on disposal of associate. Separately, the Group has recognized a profit on disposal of shares in associates as follows: Proceeds on disposal 1,423 Less carrying value of investment on disposal date — Gain on disposal of shares in associate 1,423 |
Inventories
Inventories | 12 Months Ended |
Sep. 30, 2023 | |
Classes of current inventories [abstract] | |
Inventories | 14 . Inventories (in USD) September 30, September 30, Raw materials 432,744 57,404 Work in progress 58,633 — Goods in transit — 2,185 Finished goods 74,849 52,145 566,226 111,734 Raw materials includes a provision for obselete inventory of $ 5,706 . The gross carrying value of inventory is $ 571,932 . |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other receivables [abstract] | |
Trade and Other Receivables | 15. Trade and other receivables Trade and other receivables comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Income tax receivable 460,738 — Other taxation and social security receivable 123,214 115,056 Prepayments 396,190 30,425 Other receivables 281,558 49,707 1,261,700 195,188 The income tax receivable represents payments on account of US tax liabilities. Prepayments relate primarily to the Company's Directors' and officers' insurance policy. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other payables [abstract] | |
Trade and Other Payables | 16. Trade and other payables Trade and other payables comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Accounts payable and accrued liabilities 19,754,628 847,121 Other taxation and social security payable 114,590 10,892 Deferred income 15,299 23,111 Other payables — 24,008 19,884,517 905,132 The increase in accounts payable and accrued liabilities relates primarily to the delayed settlement of payment obligations to professional service providers arising on the Business Combination. See Note 6 for further details. |
Loans and Borrowings
Loans and Borrowings | 12 Months Ended |
Sep. 30, 2023 | |
Borrowings [abstract] | |
Loans and Borrowings | 17. Loans and borrowings Loans and borrowings comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Current Bank loans 14,527 12,490 Promissory notes 3,699,190 — 3,713,717 12,490 Non-current Bank loans 22,866 34,871 Promissory notes 1,000,000 — 1,022,866 34,871 4,736,583 47,361 The carrying value of loans and borrowings classified as financial liabilities measured at amortized cost approximates fair value. See Note 21. Convertible loan notes Between November 11, 2022 and December 16, 2022 the Group issued a number of convertible loan notes with an aggregate principal value of $ 6,100,000 bearing interest at a rate of 4 %, payable in kind. Upon closing of the Business Combination, these notes were converted into a total of 1,528,159 Ordinary Shares and the liabilities extinguished. Promissory notes On April 14, 2023 the Company issued a promissory note with a value of $ 1.0 million which bears interest at a rate of 15.0 % per annum and is repayable in April 2025 . Upon closing of the Business Combination, the Group assumed obligations under promissory notes issued by CIIG II totalling $ 3,203,000 . Each note is convertible to warrants at a price of $ 1.00 per warrant to purchase Ordinary Shares at a price of $ 11.50 per warrant and is repayable in April 2024 unless the holder elects to convert. Of the notes, $ 2,653,833 are interest-free and $ 479,167 bear interest at a rate of 15.00 % per annum, payable quarterly in kind. At September 30, 2023, $ 497,135 was outstanding under the interest-bearing note. On August 2, 2023 the Company issued a promissory note with a value of THB 20.0 million (approximately $ 570,000 at the date of issuance) which bears interest at a rate of 9.0 % per annum and is repayable in August 2024 . At September 30, 2023 the amount outstanding on this note was $ 548,222 . Other The Group entered into a revolving loan agreement with The Export-Import Bank of Thailand ("EXIM") in September 2020 providing for the issuance of short-term letters of credit and/or trust receipts up to an aggregate amount of THB 10.0 million (approximately $ 274,520 ) for the purposes of purchase orders and production orders. As at September 30, 2023 , no amounts were outstanding under the EXIM Facility. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2023 | |
Leases [abstract] | |
Leases | Leases The Group has entered into lease contracts for its offices, delivery vans and staff motor vehicles. The Group's obligations under its leases are secured either by the lessor's title to the leased assets or by a collateral pledge over the lease assets. The carrying amounts and movement in the right-of-use assets are set out below: (in USD) Leasehold property Furniture, fixtures and office equipment Vehicles Total Cost At October 1, 2021 27,407 — 26,266 53,673 Additions 339,539 10,271 — 349,810 Effect of movements in exchange rates ( 36,657 ) ( 760 ) ( 4,161 ) ( 41,578 ) At September 30, 2022 330,289 9,511 22,105 361,905 Additions 467,465 — 92,933 560,398 Adjustments for early termination ( 403,080 ) — — ( 403,080 ) Effect of movements in exchange rates 25,316 171 ( 3,635 ) 21,852 At September 30, 2023 419,990 9,682 111,403 541,075 Accumulated depreciation and impairment losses At October 1, 2021 2,284 — 6,566 8,850 Depreciation for the year 27,741 285 6,039 34,065 Effect of movements in exchange rates ( 2,660 ) ( 21 ) ( 1,553 ) ( 4,234 ) At September 30, 2022 27,365 264 11,052 38,681 Depreciation for the year 97,756 1,682 20,336 119,774 Impairment for the year 25,588 — — 25,588 Effect of movements in exchange rates ( 2,014 ) ( 64 ) 53 ( 2,025 ) At September 30, 2023 148,695 1,882 31,441 182,018 Carrying amounts At October 1, 2021 25,123 — 19,700 44,823 At September 30, 2022 302,924 9,247 11,053 323,224 At September 30, 2023 271,295 7,800 79,962 359,057 The carrying amount and movement in the lease liabilities are set out below: (in USD) September 30, At October 1, 2021 45,560 Additions 349,810 Interest 9,719 Payments ( 33,883 ) Effect of movements in exchange rates ( 38,390 ) At September 30, 2022 332,816 Additions 560,398 Interest 39,402 Payments ( 109,974 ) Movement in lease payment accrual — Adjustments for early termination ( 414,389 ) Effect of movements in exchange rates ( 11,519 ) At September 30, 2023 396,734 The following are the amounts recognized in the statement of profit or loss in respect of lease agreements: For the Year Ended September 30, (in USD) 2023 2022 Depreciation expense on right-of-use assets 119,775 34,065 Interest on lease liabilities 39,402 9,719 159,177 43,784 |
Share Capital
Share Capital | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of Share Capital [Abstract] | |
Share Capital | 19. Share capital Issued and fully paid share capital September 30, September 30, September 30, September 30, Number Number $ $ Ordinary shares of £ 0.00001 per share — 72,418,470 — 940 Ordinary shares of $ 0.0001 per share 57,897,470 — 5,790 — The authorized share capital of the Company is US$ 50,000 divided into 500,000,000 ordinary shares of $ 0.0001 each. Holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. Movements in the Company's share capital in the two years ended September 30, 2023 are as follows: (in USD, except number) Number Share capital Share premium Merger reserve At October 1, 2021 64,652,412 841 2,797,342 — Shares issued for cash 5,666,058 72 5,155,472 — Conversion from convertible loan note 2,000,000 26 919,944 — Shares issued to employee 100,000 1 121,534 — At September 30, 2022 72,418,470 940 8,994,292 — Conversion from convertible loan note 1,528,159 190 6,296,247 — Group restructuring at the Business Combination ( 18,481,345 ) 4,417 103,732,715 12,838,970 Shares issued under FPA agreement 2,432,186 243 1,942,803 — At September 30, 2023 57,897,470 5,790 120,966,057 12,838,970 On April 28, 2023 the Group consummated the Business Combination described in Note 1 . The Group was subject to a recapitalization to reflect the capital structure of Zapp Electric Vehicles Group Ltd resulting in an increase to the merger reserve of $ 12,838,970 . On July 31, 2023 the Company issued 2,432,186 new shares under the FPA, as described in Note 21. Subsequent to September 30, 2023 the Company issued 1,995,857 Ordinary Shares pursuant to the exercise of an employee share option agreement. See Note 24 for further details. As at September 30, 2023 , 29,858,969 warrants to acquire the Company's Ordinary Shares were outstanding. 3,421,469 warrants expire on May 28, 2024 and are exercisable at prices between $ 0.79 and $ 4.49 per Ordinary Share. The remaining 26,437,500 expire on April 28, 2028 and entitle holders to purchase one Ordinary Share at an exercise price of $ 11.50 per share. Until warrant holders acquire the Ordinary Shares upon exercise of such warrants, they have no rights with respect to the Ordinary Shares. |
Share-based Payments
Share-based Payments | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
Share-based payments | 20. Share-based payments Informal share-based payment arrangements The Group does not currently operate a formal equity incentive plan but has historically granted options to purchase its Ordinary Shares to certain employees, officers, directors, and consultants of the Company and its subsidiaries and non-employee directors of the Company. The options are considered to be equity-settled share-based payment arrangements and have a maximum term of up to ten years from the date of grant. Until optionholders acquire the Ordinary Shares upon exercise of such options, they have no rights with respect to the Ordinary Shares. The options generally vest based on the following conditions: • Listing success, which is considered a non-market performance condition; • Fully vested at grant date; or • A two- or three-year vesting period, which is considered a service condition. Upon closing of the Business Combination, all options were novated from options to purchase shares in Zapp UK, the previous parent company of the Group, to options to purchase shares in Zapp EV, the new parent company. The number of options granted to each individual was adjusted to reflect the new capital structure of the Group and maintain a consistent value to each option. Upon closing of the Business Combination, those options issued with vesting based on listing success became fully vested. Management earnout Upon closing of the Business Combination, certain legacy Zapp UK shareholders were entitled to receive an earnout of 8,518,290 Ordinary Shares (the "Management Earnout"). The earnout is subject to the closing price of each Ordinary Share equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $ 12.00 per share (the “First Earnout Condition”), (ii) $ 14.00 per share (the “Second Earnout Condition”) or (iii) $ 16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalizations. In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the closing, the Management Earnout shares shall be forfeited and cease to exist. Each earnout is considered an equity-settled share based payment arrangement with market performance conditions. Therefore, a share-based payment charge has been recognized in full on the grant date with reference to the fair value of the options on that date. Sponsor earnout Upon closing of the Business Combination, 754,687 shares held by certain legacy CIIG II shareholders were unvested and shall vest at such time that the closing price of each Ordinary Share equals or exceeds $ 14.00 for any 20 trading days during a 30 consecutive trading day period. In the event that the Earnout Condition is not satisfied prior to the fifth anniversary of the closing, the earnout shares shall be forfeited and cease to exist. The earnout is considered to be an equity-settled share based payment arrangement with market performance conditions. Therefore, a share-based payment charge has been recognized in full on the grant date with reference to the fair value of the options on that date. SPAC Advisory Partners compensation Zapp UK engaged SPAC Advisory Partners ("SAP") to advise on certain aspects of the Business Combination. Upon closing, SAP was issued 173,000 Ordinary Shares as part of the fee due in respect of their services relating to the Business Combination. If the relevant management earnout conditions are fulfilled, SAP will be entitled to receive additional Ordinary Shares comprising 10 % of the number of any additional Ordinary Shares ultimately issued pursuant to the Management Earnout. The closing fee was considered to be an equity-settled share-based payment vesting immediately upon closing of the Business Combination. Therefore a share-based payment charge was recognized at that point based on the price of Ordinary Shares on that date of $ 8.75 . The 10 % entitlement is considered to be a mirror of the Management Earnout, therefore a charge equivalent to 10 % of the charge recognized in relation to certain individuals party to the Management Earnout has been recognized. The total number of Management Earnout shares relevant in calculating the SAP entitlement is 6,837,202 . Marketing Services Agreement compensation In June 2023 the Company entered into a Marketing Services Agreement ("MSA") with one of its suppliers. Under the terms of this agreement the supplier is to be compensated through a mixture of cash and the grant of Restricted Stock Units (“RSUs”). The RSUs vest over a period of six months from the effective date of the agreement. This is considered an equity-settled share based payment arrangement with a service condition. As such, a share-based payment charge will be recognized over the vesting period based on the fair value of the RSUs on the grant date. The Group recognized a share-based payment charge for the year as follows: Year Ended September 30, (in USD) 2023 2022 Informal share option arrangements 999,357 249,087 Management earnout 64,082,445 — Sponsor earnout 5,690,340 — SAP compensation 6,845,953 — MSA compensation 120,355 — 77,738,450 249,087 The following share options, earnout shares, share awards and RSUs were granted during the year ended September 30, 2023: Scheme Number Grant date Expiry date Post Business Combination equivalent Informal share option arrangements 10,000 11/7/2022 5/23/2032 5,702 Informal share option arrangements 60,000 11/7/2022 8/12/2032 34,215 Informal share option arrangements 200,000 11/7/2022 8/15/2032 n/a* Informal share option arrangements 20,000 11/7/2022 9/1/2032 11,405 Informal share option arrangements 1,100,000 11/7/2022 10/1/2032 627,270 Informal share option arrangements 50,000 11/7/2022 12/1/2032 28,512 Informal share option arrangements 25,000 11/7/2022 12/19/2032 14,256 Management earnout 8,518,290 4/28/2023 4/28/2028 8,518,290 Sponsor earnout 754,687 4/28/2023 4/28/2028 754,687 SAP compensation 173,000 4/28/2023 n/a 173,000 SAP compensation 683,720 4/28/2023 4/28/2028 683,720 MSA compensation 72,114 6/19/2023 n/a 72,114 11,666,811 10,923,171 *Forfeit prior to conversion. Movements in equity instruments during the year The following reconciles the outstanding share options, earnout shares, share awards to be issued and RSUs at the beginning and end of the year: Informal share option arrangements Management earnout shares Sponsor earnout shares SAP compensation MSA compensation At September 30, 2021 6,040,000 — — — — Granted during the year 300,000 — — — — Cancelled and forfeited during the year ( 70,000 ) — — — — At September 30, 2022 6,270,000 — — — — Granted prior to the transaction 1,465,000 — — — — Cancelled and forfeited prior to the Business Combination ( 200,000 ) — — — — Granted at the Business Combination — 8,518,290 754,687 856,720 — Adjustment at the Business Combination ( 3,238,205 ) — — — — Granted after the Business Combination — — — — 72,114 Cancelled and forfeited after the Business Combination ( 23,951 ) — — — — At September 30, 2023 4,272,844 8,518,290 754,687 856,720 72,114 At September 30, 2023 4,078,206 of the informal share options were vested. 3,022,298 of the share options outstanding at September 30, 2023 were exercisable at a price of $ 0.000022 per share, 1,123,382 were exercisable at a price of $ 0.78 per share and 127,164 were exercisable at a price of $ 2.13 per share. Subsequent to September 30, 2023 the Company issued 1,995,857 Ordinary Shares pursuant to the exercise of an employee share option agreement. See Note 24 for further details. The follow table presents key terms in relation to the informal share option arrangements: Weighted average exercise price Weighted average remaining contractual life (in years) At September 30, 2021 $ 0.06 Granted during the year $ 0.45 Cancelled and forfeited during the year $ 0.45 At September 30, 2022 $ 0.06 Granted prior to the Business Combination $ 0.64 Cancelled and forfeited prior to the Business Combination $ 1.15 At September 30, 2023 $ 0.27 6.58 Movements in non-vested shares under informal share option arrangements were as follows: Number Weighted average fair value at grant date At September 30, 2021 3,930,000 $ 0.27 Granted during the year 300,000 $ 0.17 Vested during the year ( 285,000 ) $ 0.16 Cancelled and forfeited during the year ( 70,000 ) $ 0.16 At September 30, 2022 3,875,000 $ 0.22 Granted prior to the Business Combination 1,465,000 $ 0.59 Vested prior to or on the Business Combination ( 4,743,750 ) $ 0.33 Cancelled and forfeited prior to the Business Combination ( 200,000 ) $ 0.48 Adjustment at the Business Combination ( 185,645 ) N/A Vested after the Business Combination ( 15,967 ) $ 0.90 Cancelled and forfeited after the Business Combination ( 23,951 ) $ 0.88 At September 30, 2023 170,687 $ 0.64 Fair value assessment The following information was used in determining the fair value of share options and earnout shares granted during the year ended September 30, 2023: Informal share option arrangements 1 Management earnout shares Sponsor earnout shares SAP compensation Valuation method Black Scholes Monte Carlo Monte Carlo Monte Carlo Exercise price £ 0.35 - £ 0.95 $ 12.00 - $ 16.00 $ 14.00 $ 12.00 - $ 16.00 Expected volatility 46.0 % - 54.4 % 66.2 % 66.2 % 66.2 % Dividend yield Nil Nil Nil Nil Risk free interest rate 1.5 % - 3.5 % 3.6 % 3.6 % 3.6 % Fair value £ 0.39 - £ 0.55 $ 7.16 - $ 7.87 $ 7.54 $ 7.16 - $ 7.87 1 All options were issued prior to the transaction and were therefore originally issued in GBP. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of detailed information about financial instruments [abstract] | |
Financial Instruments | 21. Financial instruments 21.1 Financial assets F inancial assets, other than cash and short-term deposits, comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Financial assets at amortized cost Loans receivable from related parties — 21,021 Lease deposits 36,878 20,415 36,878 41,436 Financial assets at fair value through profit or loss Forward purchase agreement 2,660,568 — 2,660,568 — Total financial assets 2,697,446 41,436 Current 17,606 21,466 Non-current 2,679,840 19,970 On April 26, 2023, the Company and CIIG II (which upon the consummation of the Business Combination became the Company’s wholly owned subsidiary) entered into separate agreements (each a “Forward Purchase Agreement,” and together, the “Forward Purchase Agreements”) with each of ACM ARRT I LLC and CFPA Holdings LLC-Zapp RS (together, the “Sellers”) for OTC Equity Prepaid Forward Transactions, pursuant to which the Sellers might, but were not obligated to, purchase up to 10,000,000 shares of CIIG II Class A common stock, par value $ 0.0001 per share, in the aggregate before the consummation of the Business Combination, upon which such stock was to be exchanged for Zapp EV Ordinary Shares. Should they fail to purchase that amount of CIIG II shares, as happened, the Sellers were entitled, at any time, to demand that the Company issue additional Ordinary Shares to them for no additional consideration to reach up to 5,000,000 Ordinary Shares per Seller. Prior to the closing of the Business Combination, the Sellers purchased a total of 6,567,814 shares. The complete terms and conditions of the Forward Purchase Agreements were disclosed in the Company’s report on Form 6-K dated April 26, 2023. The Forward Purchase Agreements were initially recognized as a financial asset at their fair value of $ 49,270,000 on April 26, 2023 based on a Monte Carlo simulation model. The key inputs to the Monte Carlo simulation are described in Section 23.3. On July 31, 2023, at the request of Seller CFPA Holdings LLC-Zapp RS, the Company issued an additional 2,432,186 shares to it. An additional financial asset of $ 1,943,046 was recorded based on the fair value of the Forward Purchase Agreements on that date. Details of the corresponding share capital and premium recorded are set out in Note 19. On August 23, 2023, Seller CFPA Holdings LLC– Zapp RS delivered a notice to the Company asserting that a Registration Failure had occurred under the parties’ respective Forward Purchase Agreement and designating a Valuation Date of August 24, 2023. On November 22, 2023, CFPA Holdings LLC–Zapp RS delivered a further notice to the Company stating that the Valuation Period under the parties’ respective Forward Purchase Agreement had concluded, that the Forward Purchase Agreement had terminated, and that, based on the average daily VWAP of the Company's shares on the Nasdaq Global Market over the Valuation Period, “neither the Seller nor the Counterparty shall be liable to the other party for any payment of any Settlement Amount” under the agreement. The Forward Purchase Agreement in relation to the remaining shares was revalued to its fair value of $ 2,660,568 at September 30, 2023 based on a Monte Carlo simulation. A cumulative fair value loss of $ 48,552,478 was recognized in other income and expense in relation to the Forward Purchase Agreements in the year ended September 30, 2023. On January 23, 2024, Seller ACM ARRT I LLC and the Company terminated their respective Forward Purchase Agreement by mutual agreement. Neither party shall have any further obligation to the other. See Note 24 for further details. 21.2 Financial liabilities F inancial liabilities comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Financial liabilities at amortized cost Accounts payable and accrued liabilities 19,754,628 795,762 Loans and borrowings 4,736,583 47,360 Lease liabilities 396,734 332,816 24,887,945 1,175,938 Financial liabilities at fair value through profit or loss Warrants 603,028 323,864 603,028 323,864 Total financial liabilities 25,490,973 1,499,802 Current 24,568,306 1,464,931 Non-current 922,666 34,871 The following is a summary of the interest bearing loans and borrowings of the Group as at September 30, 2023 and September 30, 2022: Interest rate Maturity September 30, September 30, Current Bank loans 2.50 % Within one year 14,527 12,489 Promissory notes 0.00 % to 15.00 % Within one year 3,699,191 — 3,713,718 12,489 Non-current Bank loans 2.50 % 2026 22,866 34,871 Promissory notes 15.00 % 2025 1,000,000 — 1,022,866 34,871 As at September 30, 2023 , there were 26,437,500 warrants outstanding which do not meet the criteria for equity accounting and are accounted for as a financial liability with movements in fair value being reported within other expenses. For the year ended September 30, 2023, total gains on revaluation of $ 2,039,723 were recorded in relation to the warrants. See Notes 7 and 17. 21.3 Fair value The fair value of the Forward Purchase Agreements was measured using a Monte Carlo simulation model. The table below presents the key inputs used in the model. Share price was measured using Level 1 inputs. Expected volatility was measured using Level 2 inputs. April 26, 2023 September 30, 2023 Valuation method Monte Carlo Monte Carlo Number of shares 6,567,814 3,741,424 Opening share price $ 8.75 $ 0.75 Expected volatility 70.0 % 70.0 % Dividend yield 0.0 % 0.0 % Risk free interest rate 3.8 % 4.9 % Fair value per share $ 7.50 $ 0.71 Management assessed that the fair value of other receivables and trade and other payables approximated their carrying value due to the short-term maturities of those instruments. The fair value of other receivables and trade and other payables has been measured using Level 3 valuation inputs. The fair value of public warrants was measured using Level 1 inputs and the fair value of private placement warrants was measured using Level 3 inputs. 21.4 Interest rate risk management Interest rate risk is the risk that changes in interest rates will affect the income and financial management of the Group. The Group is not exposed to interest rate risk as none of its loans and borrowings have a variable interest rate. 21.5 Foreign currency risk management Foreign currency risk is the risk that arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group does not currently hedge against currency risk through the use of financial instruments such as foreign currency swaps. The Group is predominantly exposed to currency risk on unpaid liabilities related to the Business Combination incurred by Zapp UK which are denominated in USD, while the functional currency of Zapp UK is GBP. The following tables demonstrate the sensitivity to a reasonable possible change in exchange rates, with all other variables held constant. The impact on the Group's profit before tax is due to changes in the fair value of monetary assets and liabilities. The impact on the Group's equity is due to changes in the value of the net assets of entities whose functional currency is not USD. (in USD) Effect on profit before tax Effect on equity 5% strengthening of GBP against USD 363,722 306,328 5% weakening of GBP against USD ( 402,009 ) ( 338,573 ) 5% strengthening of EUR against USD 22,166 58,143 5% weakening of EUR against USD ( 20,055 ) ( 59,883 ) 5% strengthening of THB against USD 29,057 ( 51,168 ) 5% weakening of THB against USD ( 26,290 ) 62,290 21.6 Credit risk management Credit risk is the risk of financial loss to the Group if a customer or bank ("counterparty") fail to meets its contractual obligations resulting in a financial loss to the Group. Since the Group has yet to commence sales, it's maximum exposure to credit risk at the year end was equal to the carrying amount of cash and cash equivalents on the statement of financial position. Credit risk from balances with banks and financial institutions is managed by only holding cash and cash equivalent with reputable banks that are perceived to have a low risk of failure. 21.7 Liquidity risk management Liquidity risk refers to the ability of the Group to meet the obligations associated with its financial liabilities that are settled as they fall due. The table below summarizes the maturity profile of the Group's financial liabilities based upon contractual, undiscounted payments: (in USD) Less than one year 1 to 5 years Over 5 years Total Bank loans 14,527 24,198 — 38,725 Promissory notes 3,907,838 1,175,000 — 5,082,838 Lease liabilities 84,785 256,005 109,791 450,580 Accounts payable and accrued liabilities 19,754,628 — — 19,754,628 23,761,778 1,455,203 109,791 25,326,771 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2023 | |
Related Party [Abstract] | |
Related party transactions | 22. Related party transactions D uring the year ended September 30, 2023, the Group entered into the following transactions with related parties: (in USD) Property lease payments Sales of assets to the group Purchase of assets from the group 2023 2022 2023 2022 2023 2022 Paragon Partners Company Limited 30,549 28,676 — — — — Zapp Manufacturing Thailand Company Limited — — 18,186 — — — Executive officers — — — — 1,423 — Amounts owed by related parties Amounts owed to related parties (in USD) 2023 2022 2023 2022 Zapp Manufacturing Thailand Company Limited — 21,021 — — Executive officers — 38,590 — 340 Property lease payments were made on an arms length basis according to commercial terms. Sale of assets to the group and purchase of assets from the group relate to the transfer of assets from Zapp Manufacturing Thailand Company Limited to Zapp Scooters (Thailand) Company Limited and subsequent sale of shares in Zapp Manufacturing Thailand Company Limited to Swin Chatsuwan, a director and executive officer of the Group. This transaction is discussed in more detail in Note 13. The compensation to Directors and executive officers of the Group for the years ended September 30, 2023 and 2022, comprised the following: For the Year Ended September 30, (in USD) 2023 2022 Short-term employee benefits 1,168,934 630,755 Post-employment benefits 9,332 41,160 Share-based payments 111,703 354,680 1,289,969 1,026,595 In addition to the compensation described above, in their capacity as shareholders certain executive officers were party to the management earnout described in Note 20 . Under the terms of this agreement, a share-based payment charge was recognized in respect of these executive officers of $ 51,438,565 . |
Contingencies
Contingencies | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of contingent liabilities [abstract] | |
Contingencies | 23. Contingencies Litigation We are from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations, including the proceeding described below. We evaluate developments in such matters and provide accruals for such matters, as appropriate. In making such decisions, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of a loss. An unfavorable outcome in any such proceedings, if material, could have an adverse effect on our business or consolidated financial statements. Zapp UK is currently party to a civil action captioned SPAC Advisory Partners LLC v. Zapp Electric Vehicles Limited, No. 655171/2023, filed on October 19, 2023 in the Supreme Court of New York County, New York. Plaintiff’s Complaint in the action asserts claims for breach of contract, account stated and supplemental claims arising from the defendant’s alleged non-payment of $ 3,630,000 in fees allegedly due to plaintiff for advisory services in relation to the Business Combination. Defendant’s answer or other response to the Complaint is currently due on March 1, 2024. We believe that Zapp UK has meritorious defenses to the claims asserted in the case and intend to defend the matter vigorously. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Subsequent Events | 24. Subsequent events On January 10, 2024, the Company issued 1,995,857 Ordinary Shares to Swin Chatsuwan following the exercise of share options. On January 12, 2024, Zapp Scooters (Thailand) Company Limited issued a promissory note with a value of THB 10.0 million (approximately $ 287,000 at that date) to Maj. Gen. Patchara Rattakul, one of the Company's directors. This amount is repayable in January 2026 and bears interest at a rate of 15.0 % per annum, which is payable upon maturity. As described in Note 21, on April 26, 2023, the Company and CIIG II entered into the Forward Purchase Agreements, one of which was terminated by Seller CFPA Holdings LLC-Zapp RS on August 23, 2023. On January 23, 2024, Seller ACM ARRT I LLC and Counterparty Zapp EV terminated their respective Forward Purchase Agreement by mutual agreement. Neither party shall have any further obligation to the other. Accordingly, as previously disclosed in the Company’s report on Form 6-K dated January 24, 2024, the Forward Purchase Agreements are both now terminated. On February 10, 2024, the Company signed a Standby Equity Purchase Agreement (“SEPA”) with Yorkville Advisors Global, LP. Under the terms of the agreement the Company may access up to $ 10 million through the issuance of Ordinary Shares of the Company to Yorkville Advisors Global, LP. Between February 16, 2024 and February 20, 2024, the Company raised $ 550,000 through at the market equity offerings, which will be settled through the issuance of approximately 1.9 million shares. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policy [Abstract] | |
Basis of Preparation | 2.1. Basis of preparation These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of IFRS. They were authorized for issue by the Company’s Board of Directors on February 23, 2024. Details of the Group’s accounting policies are included in Note 3. In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The areas where judgments and estimates have been made in preparing the financial statements and their effect are disclosed in Note 2.7. |
Basis of Consolidation | 2.2. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries after the elimination of intercompany accounts and transactions. Entities in which we hold less than a majority voting interest but over which we have the ability to exercise significant influence are accounted for using the equity method. a) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. b) Interests in equity-accounted investees An affiliate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Interests in affiliates are accounted for using the equity method. They are initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence ceases. Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity. The Group’s interests in equity-accounted investees comprised an interest in an affiliate which was disposed of during the year ended September 30, 2023. See Note 13 for further details. c) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. |
Basis of Measurement | 2.3. Basis of measurement The financial statements have been prepared on the historical cost basis, except for financial assets, financial liabilities and share-based payments that have been measured at fair value. |
New and Amended Standards and Interpretations | 2.4. New and amended standards and interpretations The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in the financial year ended 30 September, 2023, but do not have an impact on the consolidated financial statements of the Group. • Amendments to IFRS 3 - Reference to the Conceptual Framework (effective for annual periods beginning on or after January 1, 2022). • Amendments to IAS 12 - International Tax Reform - Pillar 2 Model Rules (effective for annual periods beginning on or after January 1, 2023, however a temporary exemption from accounting for deferred taxes arising from the implementation of the OECD’s Pillar Two model rules is to be applied retroactively). • Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before Intended Use (effective for annual periods beginning on or after January 1, 2022). • Amendments to IAS 37 - Onerous Contracts - Costs of Fulfilling a Contract (effective for annual periods beginning on or after January 1, 2022). • Annual Improvements: IFRS 1 First-time Adoption of International Financial Reporting Standards - Subsidiary as a first time adopter (effective for annual periods beginning on or after January 1, 2022). • Annual Improvements: IFRS 9 Financial Instruments - Fees in the "10 per cent" test for derecognition of financial liabilities (effective for annual periods beginning on or after January 1, 2022). • Annual Improvements: IAS 41 Agriculture - Taxation in fair value measurements (effective for annual periods beginning on or after January 1, 2022). |
Standards Issued But Not Yet Effective | 2.5. Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of the issuance of the Group’s financial statements are listed below. The Group intends to adopt these new and amended standards, if applicable, when they become effective. The new standards and amendments are not expected to have a material impact on the Group: • IFRS 17 - Insurance Contracts (effective for annual periods beginning on or after January 1, 2023). • Amendments to IFRS 17 – Insurance Contracts (effective for annual periods beginning on or after January 1, 2023). • IFRS 17 and IFRS 9 – Initial application of IFRS 17 and IFRS 9 – Comparative Information (effective for annual periods beginning on or after January 1, 2023). • Amendments to IAS 8 – Definition of Accounting Estimates (effective for annual periods beginning on or after January 1, 2023). • Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies (effective for annual periods beginning on or after January 1, 2023). Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for annual periods beginning on or after January 1, 2023). • Amendments to IAS 12 – International Tax Reform - Pillar 2 Model Rules (effective for annual periods beginning on or after January 1, 2023, with respect to the required disclosures). • Amendments to IAS 1 – Non-current liabilities with Covenants (effective for annual periods beginning on or after January 1, 2024). • Amendments to IAS 1 – Classification of Liabilities as current or non-current (effective for annual periods beginning on or after January 1, 2024). • Amendments to IFRS 16 – Lease liability in a sale and lease back (effective for annual periods beginning on or after January 1, 2024). • Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for annual periods beginning on or after January 1, 2024). • Amendments to IAS 21 – Lack of Exchangeability (effective for annual periods beginning on or after January 1, 2025). • Amendments to IFRS 10 and IAS 28 – Sale or contribution of assets between an investor and its associate or joint venture (available for optional adoption/ effective date deferred indefinitely). |
Presentational Currency | 2.6. Presentational currency These financial statements are presented in United States Dollars. All amounts have been presented to the nearest dollar, unless otherwise indicated. |
Use of estimates and judgments | 2.7. Use of estimates and judgments In preparing these consolidated financial statements, management has made critical estimates and judgments that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Relevant information is included in the following notes: Note 12 Intangible assets—establishing the fair value of acquired intangible assets on an ongoing basis; Note 18 Leases—Whether an arrangement contains a lease; reasonably certain to exercise extension or termination options; determining the incremental borrowing rate; Note 20 Share-based payments—Key valuation assumptions; and Note 21 Financial instruments—Determining the fair value of financial instruments on the basis of significant unobservable inputs. |
Going Concern | 2.8. Going concern The financial statements have been prepared on a going concern basis. The Company had an accumulated deficit at September 30, 2023, a net loss and net cash used in operating activities for the reporting period then ended. As of that date, we had cash and cash equivalents of $ 0.8 million while our trade and other payables amounted to $ 19.9 million as we had agreed with certain key suppliers, most notably a number of professional services firms which had provided services related to the Business Combination, to delay the settlement of payment obligations. The Company is attempting to commence operations and generate revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations until that point. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has access to up to $ 10.0 million of liquidity through the Standby Equity Purchase Agreement with an affiliate of Yorkville Advisors Global, LP (see Note 24) which management believes will provide sufficient liquidity to enable production of the i300 to commence and its commercial launch in Europe in summer 2024. We intend to seek further extensions to our obligations to our suppliers and to raise approximately $ 5.0 million of additional funds by way of a private or public offering of securities. The Company raised $ 0.6 million in February 2024 through the issuance of additional shares (see Note 24) and expects to raise further funds through at the market offerings in the coming months. We believe that these funds, taken together, are sufficient to provide the Company with the liquidity required to commence production and launch commercially. We will have access to the EXIM facility (see Note 17) once we commence production, which management believes will provide sufficient liquidity to enable the Company to expand its operations in future years. Management’s plans to alleviate the conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. While we believe in the viability of our strategy to commence operations and raise additional funds, if these actions are not successful we will not have sufficient liquidity to continue to fund our operations by the middle of 2024. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Revenue | The Group is in a pre-revenue stage and therefore has not yet commenced sales. Below is the policy the Group will implement once it begins to generate sales. The Group will evaluate revenue from contracts with customers based on the five-step model under IFRS 15: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. Revenue will be measured based on the consideration the Group expects to be entitled to in a contract with a customer and will exclude amounts collected on behalf of third parties. The Group will recognize revenue when it transfers control over a product or service to a customer. Sale of electric vehicles The Group plans to sell new electric vehicles directly to its customers, through its online platform. The prices of vehicles will be set forth in the customer contracts at stand-alone selling prices which will be agreed prior to delivery. The Group will satisfy its performance obligations for vehicle sales upon delivery, at which time the transfer of title, risks, and rewards of ownership and control will pass to the customer. The Group will recognize revenue at the agreed-upon purchase price stated in the contract less an estimate for returns. Prior to the delivery of each vehicle, payment will be received or financing will be arranged. Revenue will be recognized net of sales tax. Deferred revenue relates to undelivered vehicle orders. Deferred revenue is recognized at the point when cash is received for the order and is derecognized into revenue upon delivery of the vehicle to the customer. |
Cost of Sales | 3.2. Cost of sales The Group is in a pre-revenue stage and therefore has not yet incurred cost of sales. Below is the policy the Group will implement upon commencement of sales. Cost of sales will primarily relate to vehicle manufacturing costs, as well as any necessary adjustment to reflect inventory at the lower of cost and net realizable value. Cost of sales will also include the depreciation of moulds used in vehicle manufacture. |
Leasing | 3.3. Leasing Group acting as a lessee The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group classifies assets with value less than $ 5,000 as low-value. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 3 - 10 years Furniture, fixtures and office equipment 6 years Vehicles 4 - 5 years The estimated useful life of certain leasehold property has decreased in the year ended September 30, 2023 as a result of lease modifications during the year. Depreciation of other right-of-use assets is recognized within operating expenses in the statement of profit or loss. Lease liabilities At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. Interest on lease liabilities is recognized within finance expense in the statement of profit or loss. |
Employee Benefits | 3.4. Employee benefits Short-term and long-term employee benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Defined contribution schemes Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to which they relate. Severance liabilities In certain countries in which the Group operates, employment law entitles employees to severance pay in certain situations. The entitlement to severance pay varies according to an individual employee’s tenure with the Group. The Group accounts for these severance liabilities based on an actuarial valuation using the Projected Unit Credit Method. There are no separate plan assets held in respect to these liabilities. Severance liabilities are recognized in the Group’s consolidated statement of financial position under non-current liabilities. The related expenses, if incurred during the period, are recognized in the Group’s consolidated statement of profit or loss. Prior service cost is initially recognized to other comprehensive income (loss) at the date of plan amendment. Such prior service cost is amortized as expenses as a component of net periodic pension cost using the weighted average remaining years of service to full eligibility date for active employees. |
Share-Based Payments | 3.5. Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the retained earnings. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. |
Taxation | 3.6. Taxation The income tax expense represents the sum of the tax currently payable and deferred tax. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. Deferred tax Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for differences arising on: • the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and • investments in subsidiaries and associates to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis. Current and deferred tax Current and deferred tax are recognized in the statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. |
Cash and Cash Equivalents | 3.7. Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprises cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to insignificant risk of change in value. |
Property, Plant and Equipment | 3.8. Property, plant and equipment Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss. Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss. Depreciation is recognized from the date the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Property, plant and equipment is depreciated over the estimated useful life of the assets as follows: Leasehold and leasehold improvements 3 - 10 years Furniture, fixtures and office equipment 3 - 10 years Plant equipment 5 years Vehicles 3 - 5 years Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. |
Intangible Assets | 3.9. Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. Amortization is recognized within operating expenses in the statement of profit or loss. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Development costs 10 years Patents and trademarks 10 years Software 5 - 10 years Internally-generated intangible assets Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes both employees of the Group and external contractors contributing to the development projects. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in the statement of profit or loss in the period in which it is incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. |
Impairment of Tangible and Intangible Assets | 3.10. Impairment of tangible and intangible assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the statement of profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the statement of profit or loss. |
Inventory | 3.11. Inventory Inventory consists of vehicles not yet delivered to customers and raw materials to be used in product development. Inventory is stated at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out allocation method. In the case of manufactured inventories, cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. |
Provisions | 3.12. Provisions A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. Provision for dismantlement, removal and restoration are recognized when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amounts have been reliably estimated. The Group recognizes the estimated costs of dismantlement, removal or restoration of items of property, plant and equipment arising from the acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value. Changes in the estimated timing or amount of the expenditure or discount rate for asset dismantlement, removal and restoration costs are adjusted against the cost of the related property, plant and equipment, unless the decrease in the liability exceeds the carrying amount of the assets or the asset has reached the end of its useful life. In such cases, the excess of the decrease over the carrying amount of the asset or the changes in the liability is recognized in profit or loss immediately. |
Financial instruments | 3.14. Financial instruments Financial assets On initial recognition, a financial asset is classified as measured at amortized cost for trade and other receivables. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at fair value through profit or loss (“FVTPL”): • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These financial assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Financial liabilities Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expenses and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. Measurement of fair values - valuation techniques and significant unobservable inputs For the valuation techniques used in measuring Level 3 fair values for financial instruments in the statement of financial position, as well as the significant unobservable inputs used, see Note 21 . |
Convertible loan notes | 3.13. Convertible loan notes Convertible loan notes are accounted for as a hybrid financial instrument comprising: (i) a liability for the principal and interest amount, and (ii) a single compound embedded derivative instrument for the conversion options and premium feature. The host contract is classified as a financial liability because there is an obligation to make fixed interest payments on a quarterly basis and there is an obligation to deliver cash to the holder on redemption of the Convertible Notes at the maturity date. When the holders' conversion option meets “fixed-for-fixed” criterion it is classified as equity. When this criterion is not met, the holders' conversion option is classified as a derivative financial liability and revalued to its fair value at each reporting date. |
Equity reserves | 3.15. Equity reserves The share option reserve represents the cumulative amounts charged to profit in respect of employee share option arrangements where the scheme has not yet been settled by means of an award of shares to an individual. The merger reserve represents equity shares issued in consideration for the shares of another company, where, as part of the arrangement, at least 90 % of the company was acquired. The merger reserve is recognized instead of share premium on the issue of the shares. The foreign currency translation reserve represents the difference between the translated values of assets and liabilities at the closing rate and the historical rate. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policy [Abstract] | |
Schedule of Right-of-Use Assets Estimated Useful Lives | Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows: Leasehold property 3 - 10 years Furniture, fixtures and office equipment 6 years Vehicles 4 - 5 years |
Schedule of Estimated Useful Life of Property, Plant and Equipment | Property, plant and equipment is depreciated over the estimated useful life of the assets as follows: Leasehold and leasehold improvements 3 - 10 years Furniture, fixtures and office equipment 3 - 10 years Plant equipment 5 years Vehicles 3 - 5 years |
Schedule of Estimated Useful Life of Intangible Assets | The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Development costs 10 years Patents and trademarks 10 years Software 5 - 10 years |
Expenses by Nature (Tables)
Expenses by Nature (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Analysis of income and expense [abstract] | |
Schedule of Expenses by Nature | Total selling and distribution expenses, and general and administrative expenses for the years ended September 30, 2023 and 2022 included expenses of the following nature: For the Year Ended September 30, (in USD) 2023 2022 Production expenses 402,089 65,538 Depreciation, amortization and impairments 464,370 249,087 Employee expenses 3,624,021 1,081,353 Marketing expenses 941,845 382,716 Professional fees 1,550,864 1,305,435 Other expenses 814,863 526,000 Total 7,798,052 3,610,129 |
Finance Income and Expense (Tab
Finance Income and Expense (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Analysis of income and expense [abstract] | |
Summary of Finance Income and Expense | Finance income and expense comprised the following for the years ended September 30, 2023 and 2022: For the Year Ended September 30, (in USD) 2023 2022 Finance income Interest on bank deposits 9,292 2,693 Total finance income 9,292 2,693 Finance expense Interest on convertible notes ( 409,561 ) ( 266,498 ) Interest on loans and borrowings ( 103,605 ) ( 1,512 ) Interest on lease liabilities ( 39,402 ) ( 9,719 ) Other interest payable ( 8,437 ) ( 27,754 ) Total finance expense ( 561,005 ) ( 305,483 ) |
Expenses Relating to the Busi_2
Expenses Relating to the Business Combination (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of detailed information about business combination [abstract] | |
Schedule of Significant Costs in Connection with the Business Combination | The table below sets out these costs by nature, including identifying which costs were/are to be settled in cash and which costs were/are to be settled through the issue of equity instruments: (in USD) Cash-Settled Equity-Settled Total Professional fees 9,146,063 6,845,953 15,992,016 Share-based payment expense on management earnout — 64,082,445 64,082,445 Share-based payment expense on sponsor earnout — 5,690,340 5,690,340 Share-based payment expense on acquisition of CIIG II — 81,551,286 81,551,286 Total expenses relating to the Business Combination 9,146,063 158,170,024 167,316,087 |
Other (Expenses)_Income (Tables
Other (Expenses)/Income (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Analysis of income and expense [abstract] | |
Schedule of Other (Expenses)/Income | Other (expenses)/income comprised the following for the years ended September 30, 2023 and 2022: For the Year Ended September 30, (in USD) 2023 2022 Fair value movements ( 46,477,209 ) ( 62,687 ) Foreign exchange movements 14,868 394,072 Expenses relating to the Business Combination (see Note 6) ( 167,316,087 ) — Gain on early termination of leases 11,309 — Profit on disposal of shares in associates 1,423 — Sundry income 17,970 3,944 ( 213,747,726 ) 335,329 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Major components of tax expense (income) [abstract] | |
Summary of Reconciliation of Effective Tax Rate | The following table presents the reconciliation of effective tax rate for the years ended September 30, 2023 and 2022: For the Year Ended September 30, (in USD) 2023 2022 Loss before tax ( 222,097,491 ) ( 3,577,590 ) Income tax at the domestic rate of 22.00 % (2022: 20.31 %) ( 45,970,977 ) ( 726,609 ) Impact of difference in overseas tax rates 40,961,202 — Non-deductible expenses 2,685 98,838 Current year losses for which no deferred tax asset is recognized 5,026,928 643,122 Others ( 19,838 ) ( 15,351 ) — — |
Summary of Unrecognized Deferred Tax Assets Explanatory | Deferred tax assets have not been recognized in respect of the following items because it is not probable that future taxable profits will be available against which the Group entities can utilize benefits therefrom as at September 30, 2023, and 2022: For the Year Ended September 30, (in USD) 2023 2022 Severance liabilities 31,716 20,532 Leases — 1,880 Tax losses 5,946,743 924,653 5,978,459 947,065 |
Summary of Tax Loss Carry Forward | As at September 30, 2023, we had tax loss carry-forwards that will expire in the following periods: (in USD) 2024 52,238 2025 447,119 2026 691,144 2027 1,291,400 2028 2,989,672 No expiration 22,106,086 27,577,658 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of geographical areas [abstract] | |
Summary Of Non-current Assets By Geographical Area | The Group's non-current assets by geographic location as at September 30, 2023 and September 30, 2022 were as follows: (in USD) September 30, September 30, Cayman Islands 2,661,418 — Europe 463,442 250,569 Thailand 1,565,814 1,704,830 4,690,674 1,955,399 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Earnings per share [abstract] | |
Schedule of Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share for the years ended September 30, 2023 and September 30, 2022: For the Year Ended September 30, (in USD) 2023 2022 Loss for the year ( 222,097,491 ) ( 3,577,590 ) Basic weighted average number of ordinary shares 47,765,200 39,348,147 Basic and diluted loss per ordinary share ( 4.65 ) ( 0.09 ) |
Schedule of Computation of Diluted Loss Per Share Because Their Effects Would Have Been Anti-dilutive | The following weighted-average effects of potentially dilutive outstanding ordinary share awards, including share options, warrants, management earnout shares and sponsor earnout shares, were excluded from the computation of diluted loss per share because their effects would have been anti-dilutive for the years ended September 30, 2023 and September 30, 2022: For the Year Ended September 30, 2023 2022 Share options 4,296,795 3,957,499 Warrants 33,009,937 3,421,469 Management earnout shares 8,518,290 — SAP earnout shares 683,720 — Sponsor earnout shares 754,687 — Total 47,263,429 7,378,968 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Property, plant and equipment [abstract] | |
Summary of Property, Plant and Equipment | (in USD) Leasehold and leasehold improvements Furniture, fixtures and office equipment Plant equipment Vehicles Assets under construction and installation Total Cost At October 1, 2021 — 6,661 58,106 — 225,295 290,062 Additions 69,855 65,939 136,398 58,606 — 330,798 Transfers — — 217,625 — ( 217,625 ) — Effect of movements in exchange rates ( 6,430 ) ( 5,958 ) ( 32,321 ) ( 4,336 ) ( 7,670 ) ( 56,715 ) At September 30, 2022 63,425 66,642 379,808 54,270 — 564,145 Additions 37,935 75,797 31,756 141,511 — 286,999 Effect of movements in exchange rates 3,119 ( 791 ) 5,162 ( 6,868 ) — 622 At September 30, 2023 104,479 141,648 416,726 188,913 — 851,766 Accumulated depreciation and impairment losses At October 1, 2021 — 3,359 7,272 — — 10,631 Depreciation for the year 3,588 3,477 67,838 5,074 — 79,977 Effect of movements in exchange rates ( 338 ) ( 621 ) ( 5,786 ) ( 375 ) — ( 7,120 ) At September 30, 2022 3,250 6,215 69,324 4,699 — 83,488 Depreciation for the year 26,667 22,545 84,898 33,397 — 167,507 Impairment for the year 11,276 3,736 — — — 15,012 Effect of movements in exchange rates ( 700 ) ( 756 ) ( 2,171 ) ( 1,409 ) — ( 5,036 ) At September 30, 2023 40,493 31,740 152,051 36,687 — 260,971 Carrying amounts At October 1, 2021 — 3,302 50,834 — 225,295 279,431 At September 30, 2022 60,175 60,427 310,484 49,571 — 480,657 At September 30, 2023 63,986 109,908 264,675 152,226 — 590,795 Additions to vehicles during the year ended September 30, 2023 included $ 31,818 in respect of motorcycles that are used for display and demonstration purposes. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of detailed information about intangible assets [abstract] | |
Summary of Intangible Assets | (in USD) Development costs Patents and trademarks Software Total Cost At October 1, 2021 1,333,030 25,703 — 1,358,733 Additions 19,960 34,811 941 55,712 Effect of movements in exchange rates ( 142,117 ) ( 5,396 ) ( 69 ) ( 147,582 ) At September 30, 2022 1,210,873 55,118 872 1,266,863 Additions 18,186 5,712 117,951 141,849 Effect of movements in exchange rates 20,797 1,221 ( 4,447 ) 17,571 At September 30, 2023 1,249,856 62,051 114,376 1,426,283 Accumulated amortization and impairment losses At October 1, 2021 133,303 4,131 — 137,434 Amortization for the year 129,473 5,568 4 135,045 Effect of movements in exchange rates ( 23,642 ) ( 852 ) — ( 24,494 ) At September 30, 2022 239,134 8,847 4 247,985 Amortization for the year 129,668 6,144 677 136,489 Effect of movements in exchange rates ( 972 ) ( 84 ) ( 15 ) ( 1,071 ) At September 30, 2023 367,830 14,907 666 383,403 Carrying amounts At October 1, 2021 1,199,727 21,572 — 1,221,299 At September 30, 2022 971,739 46,271 868 1,018,878 At September 30, 2023 882,026 47,144 113,710 1,042,880 |
Investments in Associates (Tabl
Investments in Associates (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of associates [abstract] | |
Summary of Recognized Profit on Disposal of Shares in Associates | Separately, the Group has recognized a profit on disposal of shares in associates as follows: Proceeds on disposal 1,423 Less carrying value of investment on disposal date — Gain on disposal of shares in associate 1,423 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Classes of current inventories [abstract] | |
Summary of Inventories | (in USD) September 30, September 30, Raw materials 432,744 57,404 Work in progress 58,633 — Goods in transit — 2,185 Finished goods 74,849 52,145 566,226 111,734 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other receivables [abstract] | |
Summary of Trade and Other Receivables | Trade and other receivables comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Income tax receivable 460,738 — Other taxation and social security receivable 123,214 115,056 Prepayments 396,190 30,425 Other receivables 281,558 49,707 1,261,700 195,188 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Trade and other payables [abstract] | |
Summary of Trade and Other Payables | Trade and other payables comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Accounts payable and accrued liabilities 19,754,628 847,121 Other taxation and social security payable 114,590 10,892 Deferred income 15,299 23,111 Other payables — 24,008 19,884,517 905,132 |
Loans and Borrowings (Tables)
Loans and Borrowings (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Borrowings [abstract] | |
Schedule of Loans and Borrowings | Loans and borrowings comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Current Bank loans 14,527 12,490 Promissory notes 3,699,190 — 3,713,717 12,490 Non-current Bank loans 22,866 34,871 Promissory notes 1,000,000 — 1,022,866 34,871 4,736,583 47,361 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Leases [abstract] | |
Schedule of Carrying Amounts and Movement in Right-of-use Assets | The carrying amounts and movement in the right-of-use assets are set out below: (in USD) Leasehold property Furniture, fixtures and office equipment Vehicles Total Cost At October 1, 2021 27,407 — 26,266 53,673 Additions 339,539 10,271 — 349,810 Effect of movements in exchange rates ( 36,657 ) ( 760 ) ( 4,161 ) ( 41,578 ) At September 30, 2022 330,289 9,511 22,105 361,905 Additions 467,465 — 92,933 560,398 Adjustments for early termination ( 403,080 ) — — ( 403,080 ) Effect of movements in exchange rates 25,316 171 ( 3,635 ) 21,852 At September 30, 2023 419,990 9,682 111,403 541,075 Accumulated depreciation and impairment losses At October 1, 2021 2,284 — 6,566 8,850 Depreciation for the year 27,741 285 6,039 34,065 Effect of movements in exchange rates ( 2,660 ) ( 21 ) ( 1,553 ) ( 4,234 ) At September 30, 2022 27,365 264 11,052 38,681 Depreciation for the year 97,756 1,682 20,336 119,774 Impairment for the year 25,588 — — 25,588 Effect of movements in exchange rates ( 2,014 ) ( 64 ) 53 ( 2,025 ) At September 30, 2023 148,695 1,882 31,441 182,018 Carrying amounts At October 1, 2021 25,123 — 19,700 44,823 At September 30, 2022 302,924 9,247 11,053 323,224 At September 30, 2023 271,295 7,800 79,962 359,057 |
Schedule of Carrying Amount and Movement In Lease Liabilities | The carrying amount and movement in the lease liabilities are set out below: (in USD) September 30, At October 1, 2021 45,560 Additions 349,810 Interest 9,719 Payments ( 33,883 ) Effect of movements in exchange rates ( 38,390 ) At September 30, 2022 332,816 Additions 560,398 Interest 39,402 Payments ( 109,974 ) Movement in lease payment accrual — Adjustments for early termination ( 414,389 ) Effect of movements in exchange rates ( 11,519 ) At September 30, 2023 396,734 |
Schedule of Amounts Recognized in Statement of Profit or Loss in Lease Agreements | The following are the amounts recognized in the statement of profit or loss in respect of lease agreements: For the Year Ended September 30, (in USD) 2023 2022 Depreciation expense on right-of-use assets 119,775 34,065 Interest on lease liabilities 39,402 9,719 159,177 43,784 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of Share Capital [Abstract] | |
Schedule of Issued and Fully Paid Share Capital | Issued and fully paid share capital September 30, September 30, September 30, September 30, Number Number $ $ Ordinary shares of £ 0.00001 per share — 72,418,470 — 940 Ordinary shares of $ 0.0001 per share 57,897,470 — 5,790 — The authorized share capital of the Company is US$ 50,000 divided into 500,000,000 ordinary shares of $ 0.0001 each. |
Schedule of Share Capital | (in USD, except number) Number Share capital Share premium Merger reserve At October 1, 2021 64,652,412 841 2,797,342 — Shares issued for cash 5,666,058 72 5,155,472 — Conversion from convertible loan note 2,000,000 26 919,944 — Shares issued to employee 100,000 1 121,534 — At September 30, 2022 72,418,470 940 8,994,292 — Conversion from convertible loan note 1,528,159 190 6,296,247 — Group restructuring at the Business Combination ( 18,481,345 ) 4,417 103,732,715 12,838,970 Shares issued under FPA agreement 2,432,186 243 1,942,803 — At September 30, 2023 57,897,470 5,790 120,966,057 12,838,970 |
Share-based Payments (Tables)
Share-based Payments (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of terms and conditions of share-based payment arrangement [abstract] | |
Schedule of Share-based Payment Charge | The Group recognized a share-based payment charge for the year as follows: Year Ended September 30, (in USD) 2023 2022 Informal share option arrangements 999,357 249,087 Management earnout 64,082,445 — Sponsor earnout 5,690,340 — SAP compensation 6,845,953 — MSA compensation 120,355 — 77,738,450 249,087 |
Schedule of Share Options, Earnout Shares, Share Awards and RSUs Granted | The following share options, earnout shares, share awards and RSUs were granted during the year ended September 30, 2023: Scheme Number Grant date Expiry date Post Business Combination equivalent Informal share option arrangements 10,000 11/7/2022 5/23/2032 5,702 Informal share option arrangements 60,000 11/7/2022 8/12/2032 34,215 Informal share option arrangements 200,000 11/7/2022 8/15/2032 n/a* Informal share option arrangements 20,000 11/7/2022 9/1/2032 11,405 Informal share option arrangements 1,100,000 11/7/2022 10/1/2032 627,270 Informal share option arrangements 50,000 11/7/2022 12/1/2032 28,512 Informal share option arrangements 25,000 11/7/2022 12/19/2032 14,256 Management earnout 8,518,290 4/28/2023 4/28/2028 8,518,290 Sponsor earnout 754,687 4/28/2023 4/28/2028 754,687 SAP compensation 173,000 4/28/2023 n/a 173,000 SAP compensation 683,720 4/28/2023 4/28/2028 683,720 MSA compensation 72,114 6/19/2023 n/a 72,114 11,666,811 10,923,171 *Forfeit prior to conversion. |
Reconciliation of Outstanding Share Options, Earnout Shares, Share Awards to be Issued and RSUs | The following reconciles the outstanding share options, earnout shares, share awards to be issued and RSUs at the beginning and end of the year: Informal share option arrangements Management earnout shares Sponsor earnout shares SAP compensation MSA compensation At September 30, 2021 6,040,000 — — — — Granted during the year 300,000 — — — — Cancelled and forfeited during the year ( 70,000 ) — — — — At September 30, 2022 6,270,000 — — — — Granted prior to the transaction 1,465,000 — — — — Cancelled and forfeited prior to the Business Combination ( 200,000 ) — — — — Granted at the Business Combination — 8,518,290 754,687 856,720 — Adjustment at the Business Combination ( 3,238,205 ) — — — — Granted after the Business Combination — — — — 72,114 Cancelled and forfeited after the Business Combination ( 23,951 ) — — — — At September 30, 2023 4,272,844 8,518,290 754,687 856,720 72,114 |
Schedule of Key Terms in Relation to Informal Share Option Arrangements | The follow table presents key terms in relation to the informal share option arrangements: Weighted average exercise price Weighted average remaining contractual life (in years) At September 30, 2021 $ 0.06 Granted during the year $ 0.45 Cancelled and forfeited during the year $ 0.45 At September 30, 2022 $ 0.06 Granted prior to the Business Combination $ 0.64 Cancelled and forfeited prior to the Business Combination $ 1.15 At September 30, 2023 $ 0.27 6.58 |
Schedule of Movements in Non-vested Shares Under Informal Share Option Arrangements | Movements in non-vested shares under informal share option arrangements were as follows: Number Weighted average fair value at grant date At September 30, 2021 3,930,000 $ 0.27 Granted during the year 300,000 $ 0.17 Vested during the year ( 285,000 ) $ 0.16 Cancelled and forfeited during the year ( 70,000 ) $ 0.16 At September 30, 2022 3,875,000 $ 0.22 Granted prior to the Business Combination 1,465,000 $ 0.59 Vested prior to or on the Business Combination ( 4,743,750 ) $ 0.33 Cancelled and forfeited prior to the Business Combination ( 200,000 ) $ 0.48 Adjustment at the Business Combination ( 185,645 ) N/A Vested after the Business Combination ( 15,967 ) $ 0.90 Cancelled and forfeited after the Business Combination ( 23,951 ) $ 0.88 At September 30, 2023 170,687 $ 0.64 |
Determining the Fair Value of Share Options and Earnout Shares Granted | The following information was used in determining the fair value of share options and earnout shares granted during the year ended September 30, 2023: Informal share option arrangements 1 Management earnout shares Sponsor earnout shares SAP compensation Valuation method Black Scholes Monte Carlo Monte Carlo Monte Carlo Exercise price £ 0.35 - £ 0.95 $ 12.00 - $ 16.00 $ 14.00 $ 12.00 - $ 16.00 Expected volatility 46.0 % - 54.4 % 66.2 % 66.2 % 66.2 % Dividend yield Nil Nil Nil Nil Risk free interest rate 1.5 % - 3.5 % 3.6 % 3.6 % 3.6 % Fair value £ 0.39 - £ 0.55 $ 7.16 - $ 7.87 $ 7.54 $ 7.16 - $ 7.87 1 All options were issued prior to the transaction and were therefore originally issued in GBP. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Disclosure of detailed information about financial instruments [abstract] | |
Summary of Financial Assets at Amortized Cost and at Fair Value through Profit or Loss | inancial assets, other than cash and short-term deposits, comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Financial assets at amortized cost Loans receivable from related parties — 21,021 Lease deposits 36,878 20,415 36,878 41,436 Financial assets at fair value through profit or loss Forward purchase agreement 2,660,568 — 2,660,568 — Total financial assets 2,697,446 41,436 Current 17,606 21,466 Non-current 2,679,840 19,970 On April 26, 2023, the Company and CIIG II (which upon the consummation of the Business Combination became the Company’s wholly owned subsidiary) entered into separate agreements (each a “Forward Purchase Agreement,” and together, the “Forward Purchase Agreements”) with each of ACM ARRT I LLC and CFPA Holdings LLC-Zapp RS (together, the “Sellers”) for OTC Equity Prepaid Forward Transactions, pursuant to which the Sellers might, but were not obligated to, purchase up to 10,000,000 shares of CIIG II Class A common stock, par value $ 0.0001 per share, in the aggregate before the consummation of the Business Combination, upon which such stock was to be exchanged for Zapp EV Ordinary Shares. Should they fail to purchase that amount of CIIG II shares, as happened, the Sellers were entitled, at any time, to demand that the Company issue additional Ordinary Shares to them for no additional consideration to reach up to 5,000,000 Ordinary Shares per Seller. Prior to the closing of the Business Combination, the Sellers purchased a total of 6,567,814 shares. The complete terms and conditions of the Forward Purchase Agreements were disclosed in the Company’s report on Form 6-K dated April 26, 2023. The Forward Purchase Agreements were initially recognized as a financial asset at their fair value of $ 49,270,000 on April 26, 2023 based on a Monte Carlo simulation model. The key inputs to the Monte Carlo simulation are described in Section 23.3. On July 31, 2023, at the request of Seller CFPA Holdings LLC-Zapp RS, the Company issued an additional 2,432,186 shares to it. An additional financial asset of $ 1,943,046 was recorded based on the fair value of the Forward Purchase Agreements on that date. Details of the corresponding share capital and premium recorded are set out in Note 19. On August 23, 2023, Seller CFPA Holdings LLC– Zapp RS delivered a notice to the Company asserting that a Registration Failure had occurred under the parties’ respective Forward Purchase Agreement and designating a Valuation Date of August 24, 2023. On November 22, 2023, CFPA Holdings LLC–Zapp RS delivered a further notice to the Company stating that the Valuation Period under the parties’ respective Forward Purchase Agreement had concluded, that the Forward Purchase Agreement had terminated, and that, based on the average daily VWAP of the Company's shares on the Nasdaq Global Market over the Valuation Period, “neither the Seller nor the Counterparty shall be liable to the other party for any payment of any Settlement Amount” under the agreement. The Forward Purchase Agreement in relation to the remaining shares was revalued to its fair value of $ 2,660,568 at September 30, 2023 based on a Monte Carlo simulation. A cumulative fair value loss of $ 48,552,478 was recognized in other income and expense in relation to the Forward Purchase Agreements in the year ended September 30, 2023. On January 23, 2024, Seller ACM ARRT I LLC and the Company terminated their respective Forward Purchase Agreement by mutual agreement. Neither party shall have any further obligation to the other. See Note 24 for further details. 21.2 |
Summary of Financial Liabilities at Amortized Cost and at Fair Value through Profit or Loss | inancial liabilities comprised the following at September 30, 2023 and September 30, 2022: (in USD) September 30, September 30, Financial liabilities at amortized cost Accounts payable and accrued liabilities 19,754,628 795,762 Loans and borrowings 4,736,583 47,360 Lease liabilities 396,734 332,816 24,887,945 1,175,938 Financial liabilities at fair value through profit or loss Warrants 603,028 323,864 603,028 323,864 Total financial liabilities 25,490,973 1,499,802 Current 24,568,306 1,464,931 Non-current 922,666 34,871 |
Schedule of Interest Bearing Loans and Borrowings | The following is a summary of the interest bearing loans and borrowings of the Group as at September 30, 2023 and September 30, 2022: Interest rate Maturity September 30, September 30, Current Bank loans 2.50 % Within one year 14,527 12,489 Promissory notes 0.00 % to 15.00 % Within one year 3,699,191 — 3,713,718 12,489 Non-current Bank loans 2.50 % 2026 22,866 34,871 Promissory notes 15.00 % 2025 1,000,000 — 1,022,866 34,871 |
Summary of Effect of Changes in Foreign Exchange Rates | The following tables demonstrate the sensitivity to a reasonable possible change in exchange rates, with all other variables held constant. The impact on the Group's profit before tax is due to changes in the fair value of monetary assets and liabilities. The impact on the Group's equity is due to changes in the value of the net assets of entities whose functional currency is not USD. (in USD) Effect on profit before tax Effect on equity 5% strengthening of GBP against USD 363,722 306,328 5% weakening of GBP against USD ( 402,009 ) ( 338,573 ) 5% strengthening of EUR against USD 22,166 58,143 5% weakening of EUR against USD ( 20,055 ) ( 59,883 ) 5% strengthening of THB against USD 29,057 ( 51,168 ) 5% weakening of THB against USD ( 26,290 ) 62,290 21.6 |
Summary of Maturity Profile of Financial Liabilities | The table below summarizes the maturity profile of the Group's financial liabilities based upon contractual, undiscounted payments: (in USD) Less than one year 1 to 5 years Over 5 years Total Bank loans 14,527 24,198 — 38,725 Promissory notes 3,907,838 1,175,000 — 5,082,838 Lease liabilities 84,785 256,005 109,791 450,580 Accounts payable and accrued liabilities 19,754,628 — — 19,754,628 23,761,778 1,455,203 109,791 25,326,771 |
Summary of fair value of the Forward Purchase Agreements | The table below presents the key inputs used in the model. Share price was measured using Level 1 inputs. Expected volatility was measured using Level 2 inputs. April 26, 2023 September 30, 2023 Valuation method Monte Carlo Monte Carlo Number of shares 6,567,814 3,741,424 Opening share price $ 8.75 $ 0.75 Expected volatility 70.0 % 70.0 % Dividend yield 0.0 % 0.0 % Risk free interest rate 3.8 % 4.9 % Fair value per share $ 7.50 $ 0.71 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Related Party [Abstract] | |
Summary of Transactions with Related Parties Who Are Not Members of The Group | uring the year ended September 30, 2023, the Group entered into the following transactions with related parties: (in USD) Property lease payments Sales of assets to the group Purchase of assets from the group 2023 2022 2023 2022 2023 2022 Paragon Partners Company Limited 30,549 28,676 — — — — Zapp Manufacturing Thailand Company Limited — — 18,186 — — — Executive officers — — — — 1,423 — Amounts owed by related parties Amounts owed to related parties (in USD) 2023 2022 2023 2022 Zapp Manufacturing Thailand Company Limited — 21,021 — — Executive officers — 38,590 — 340 |
Summary of Compensation To Directors And Executive Officers | The compensation to Directors and executive officers of the Group for the years ended September 30, 2023 and 2022, comprised the following: For the Year Ended September 30, (in USD) 2023 2022 Short-term employee benefits 1,168,934 630,755 Post-employment benefits 9,332 41,160 Share-based payments 111,703 354,680 1,289,969 1,026,595 |
Reporting Entity - Additional I
Reporting Entity - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Sep. 30, 2023 | Apr. 28, 2023 | Apr. 26, 2023 | Sep. 30, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Name of reporting entity or other means of identification | Zapp Electric Vehicles Group Ltd | |||
Country of incorporation | Cayman Islands | |||
Address of entity's registered office | 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands | |||
Principal place of business | 87/1 Wireless Road, 26/F Capital Tower, All Seasons Place, Lumpini, Patumwan, Bangkok 10330, Thailand | |||
Date of acquisition | Apr. 28, 2023 | |||
Total number of shares issued | 3,741,424 | 6,567,814 | ||
Principal activity description | The Group’s principal activity is the design, manufacture and sale of electric vehicles. | |||
Exchange of shares for ordinary shares | 41,296,259 | |||
Warrants issued | 29,858,969 | |||
Issued capital | $ 5,790 | $ 940 | ||
Zapp Convertible Loan Notes | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Exchange of shares for ordinary shares | 871,428 | |||
Issued capital | $ 6,100,000 | |||
CIIG II Class A common stock | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Par value per share | $ 0.0001 | |||
CIIG II Class B common stock | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Par value per share | $ 0.0001 | |||
Zapp EV Exchange Options | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Number of share options vested | 4,082,240 | |||
Exchange of shares for ordinary shares | 4,410,844 | |||
Zapp UK warrants issued | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Warrants issued | 6,000,000 | |||
Zapp EV Exchange Warrants | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Number of share options vested | 3,412,469 | |||
Exchange of shares for ordinary shares | 6,000,000 | |||
Zapp EV Ordinary Shares | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Total number of shares issued | 28,750,000 | |||
Exchange of shares for ordinary shares | 7,187,500 | |||
Number of shares unvested | 754,687 |
Significant accounting polici_3
Significant accounting policies (Additional Information) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 20, 2024 | Feb. 29, 2024 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure of changes in accounting estimates [line items] | |||||
Cash and cash equivalents | $ 823,223 | $ 1,963,087 | $ 159,723 | ||
Trade and other payables | 19,884,517 | 905,132 | |||
Financial liabilities | 24,568,306 | $ 1,464,931 | |||
Additional funds from private or public offering of securities | 5,000,000 | ||||
Events After Reporting Period | Ordinary Shares | |||||
Disclosure of changes in accounting estimates [line items] | |||||
Proceeds from issuance of ordinary shares | $ 550,000 | ||||
Yorkville Advisors Global LP | Events After Reporting Period | Ordinary Shares | |||||
Disclosure of changes in accounting estimates [line items] | |||||
Proceeds from issuance of ordinary shares | $ 600,000 | ||||
Yorkville Advisors Global LP | Top of Range | |||||
Disclosure of changes in accounting estimates [line items] | |||||
Proceeds from issuance of ordinary shares | $ 10,000,000 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Accounting Policy [Abstract] | |
Lease of low-value assets | $ 5,000 |
Internally-generated intangible assets recognized | 0 |
Impairment loss | $ 0 |
Equity consideration | 90% |
Accounting Policies - Estimated
Accounting Policies - Estimated Useful Lives of Right-of-Use Assets (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Leasehold Property | Bottom of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of assets | 3 years |
Leasehold Property | Top of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of assets | 10 years |
Furniture, Fixtures and Office Equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of assets | 6 years |
Vehicles | Bottom of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of assets | 4 years |
Vehicles | Top of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful lives of assets | 5 years |
Accounting Policies - Schedule
Accounting Policies - Schedule of Estimated Useful Life of Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Leasehold and leasehold improvements | Bottom of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 3 years |
Leasehold and leasehold improvements | Top of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 10 years |
Furniture, Fixtures and Office Equipment | Bottom of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 3 years |
Furniture, Fixtures and Office Equipment | Top of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 10 years |
Plant Equipment | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 5 years |
Vehicles | Bottom of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 3 years |
Vehicles | Top of Range | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Estimated useful life of assets | 5 years |
Accounting Policies - Schedul_2
Accounting Policies - Schedule of Estimated Useful Life of Intangible Assets (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Development costs | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life of intangible assets | 10 years |
Patents and trademarks | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life of intangible assets | 10 years |
Software | Bottom of Range | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life of intangible assets | 5 years |
Software | Top of Range | |
Disclosure of detailed information about intangible assets [line items] | |
Estimated useful life of intangible assets | 10 years |
Expenses by Nature - Schedule o
Expenses by Nature - Schedule of Expenses by Nature (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Analysis of income and expense [abstract] | ||
Production expenses | $ 402,089 | $ 65,538 |
Depreciation, amortization and impairments | 464,370 | 249,087 |
Employee expenses | 3,624,021 | 1,081,353 |
Marketing expenses | 941,845 | 382,716 |
Professional fees | 1,550,864 | 1,305,435 |
Other expenses | 814,863 | 526,000 |
Total | 7,798,052 | 3,610,129 |
Depreciation of property, plant and equipment and right-of-use assets | 287,800 | 114,042 |
Impairment of property, plant and equipment and right-of-use assets | 40,599 | |
Amortization of intangible assets | 136,489 | 135,045 |
Equity settled share based payment charge | $ 70,892,497 | $ 362,364 |
Finance Income and Expense - Su
Finance Income and Expense - Summary of Finance Income and Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Finance income | ||
Interest on bank deposits | $ 9,292 | $ 2,693 |
Total finance income | 9,292 | 2,693 |
Finance expense | ||
Interest on convertible notes | (409,561) | (266,498) |
Interest on loans and borrowings | (103,605) | (1,512) |
Interest on lease liabilities | (39,402) | (9,719) |
Other interest payable | (8,437) | (27,754) |
Total finance expense | $ (561,005) | $ (305,483) |
Expenses Relating to the Busi_3
Expenses Relating to the Business Combination - Schedule of Significant Costs in Connection with the Business Combination (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Disclosure of detailed information about business combination [line items] | |
Expenses relating to the business combination, cash-settled | $ 9,146,063 |
Expenses relating to the business combination, equity-settled | 158,170,024 |
Expenses relating to the business combination | 167,316,087 |
Professional fees | |
Disclosure of detailed information about business combination [line items] | |
Expenses relating to the business combination, cash-settled | 9,146,063 |
Expenses relating to the business combination, equity-settled | 6,845,953 |
Expenses relating to the business combination | 15,992,016 |
Share-based payment expense on management earnout | |
Disclosure of detailed information about business combination [line items] | |
Expenses relating to the business combination, equity-settled | 64,082,445 |
Expenses relating to the business combination | 64,082,445 |
Share-based payment expense on sponsor earnout | |
Disclosure of detailed information about business combination [line items] | |
Expenses relating to the business combination, equity-settled | 5,690,340 |
Expenses relating to the business combination | 5,690,340 |
Share-based payment expense on acquisition of CIIG | |
Disclosure of detailed information about business combination [line items] | |
Expenses relating to the business combination, equity-settled | 81,551,286 |
Expenses relating to the business combination | $ 81,551,286 |
Expenses Relating to the Busi_4
Expenses Relating to the Business Combination (Additional Information) (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Disclosure of detailed information about business combination [line items] | |
Business combination remained outstanding | $ 11,300,921 |
Provision for excise tax | $ 2,309,495 |
Percentage of excise tax on stock repurchases. | 1% |
Accounts payable and accrued liabilities | |
Disclosure of detailed information about business combination [line items] | |
Cash settled amounts, remained outstanding | $ 7,565,495 |
Business combination remained outstanding | 8,167,921 |
Loans and borrowings | |
Disclosure of detailed information about business combination [line items] | |
Business combination remained outstanding | 3,133,000 |
CIIG | |
Disclosure of detailed information about business combination [line items] | |
Liabilities | $ 11,491,920 |
Other (Expenses)_Income - Sched
Other (Expenses)/Income - Schedule of Other Income and Expenses (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Analysis of income and expense [abstract] | ||
Fair value movements | $ (46,477,209) | $ (62,687) |
Foreign exchange movements | 14,868 | 394,072 |
Expenses relating to the Business Combination | (167,316,087) | |
Gain on early termination of leases | 11,309 | |
Profit on disposal of shares in associates | 1,423 | |
Sundry income | 17,970 | 3,944 |
Other (expenses)/income | $ (213,747,726) | $ 335,329 |
Other (Expenses)_Income - Addit
Other (Expenses)/Income - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Other Income and Expenses [line items] | |
Gain on revaluation of warrants | $ 2,039,723 |
Forward Purchase Agreement | |
Other Income and Expenses [line items] | |
Fair value losses | $ 48,552,478 |
Taxation - Summary of Reconcili
Taxation - Summary of Reconciliation of Effective Tax Rate (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Reconciliation of average effective tax rate and applicable tax rate [abstract] | ||
Loss before tax | $ (222,097,491) | $ (3,577,590) |
Income tax at the domestic rate of 22.00% (2022: 20.31%) | (45,970,977) | (726,609) |
Impact of difference in overseas tax rates | 40,961,202 | |
Non-deductible expenses | 2,685 | 98,838 |
Current year losses for which no deferred tax asset is recognized | 5,026,928 | 643,122 |
Others | $ (19,838) | $ (15,351) |
Taxation - Summary of Reconci_2
Taxation - Summary of Reconciliation of Effective Tax Rate (Parenthetical) (Details) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Reconciliation of average effective tax rate and applicable tax rate [abstract] | ||
Applicable tax rate | 22% | 20.31% |
Taxation - Additional Informati
Taxation - Additional Information (Details) | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Major components of tax expense (income) [abstract] | ||
Relevant rate | 25% | 19% |
Taxation - Summary of Unrecogni
Taxation - Summary of Unrecognized Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Disclosure of unrecognized deferred tax asset [line items] | ||
Unrecognized deferred tax assets | $ 5,978,459 | $ 947,065 |
Severance liabilities [member] | ||
Disclosure of unrecognized deferred tax asset [line items] | ||
Unrecognized deferred tax assets | 31,716 | 20,532 |
Lease liabilities [member] | ||
Disclosure of unrecognized deferred tax asset [line items] | ||
Unrecognized deferred tax assets | 1,880 | |
Tax loss [Member] | ||
Disclosure of unrecognized deferred tax asset [line items] | ||
Unrecognized deferred tax assets | $ 5,946,743 | $ 924,653 |
Taxation - Summary of Tax Loss
Taxation - Summary of Tax Loss Carry Forward (Details) | Sep. 30, 2023 USD ($) |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | $ 27,577,658 |
2024 | |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | 52,238 |
2025 | |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | 447,119 |
2026 | |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | 691,144 |
2027 | |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | 1,291,400 |
2028 | |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | 2,989,672 |
No expiration | |
Disclosure tax loss carry forward [line items] | |
Tax loss carried forward | $ 22,106,086 |
Segment information - Summary O
Segment information - Summary Of Non-current Assets By Geographical Area (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Disclosure of geographical areas [line items] | ||
Non-current Assets | $ 4,690,674 | $ 1,955,399 |
CAYMAN ISLANDS | ||
Disclosure of geographical areas [line items] | ||
Non-current Assets | 2,661,418 | |
EU | ||
Disclosure of geographical areas [line items] | ||
Non-current Assets | 463,442 | 250,569 |
Thailand | ||
Disclosure of geographical areas [line items] | ||
Non-current Assets | $ 1,565,814 | $ 1,704,830 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings per share [abstract] | ||
Loss for the year | $ (222,097,491) | $ (3,577,590) |
Basic weighted average number of ordinary shares | 47,765,200 | 39,348,147 |
Basic loss per ordinary share | $ (4.65) | $ (0.09) |
Diluted loss per ordinary share | $ (4.65) | $ (0.09) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Computation of Diluted Loss Per Share Because Their Effects Would Have Been Anti-dilutive (Details) - shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | ||
Total | 47,263,429 | 7,378,968 |
Share Options | ||
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | ||
Total | 4,296,795 | 3,957,499 |
Warrants | ||
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | ||
Total | 33,009,937 | 3,421,469 |
Management Earnout Shares | ||
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | ||
Total | 8,518,290 | |
SAP Earnout Shares | ||
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | ||
Total | 683,720 | |
Sponsor Earnout Shares | ||
Disclosure of instruments with potential future dilutive effect not included in calculation of diluted earnings per share [line items] | ||
Total | 754,687 |
Property, plant and equipment -
Property, plant and equipment - Summary of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 480,657 | $ 279,431 |
Property, plant and equipment at end of period | 590,795 | 480,657 |
Gross Carrying Amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 564,145 | 290,062 |
Additions | 286,999 | 330,798 |
Effect of movements in exchange rates | (622) | (56,715) |
Property, plant and equipment at end of period | 851,766 | 564,145 |
Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (83,488) | (10,631) |
Depreciation for the year | 167,507 | 79,977 |
Impairment for the year | 15,012 | |
Effect of movements in exchange rates | (5,036) | (7,120) |
Property, plant and equipment at end of period | (260,971) | (83,488) |
Leasehold and leasehold improvements | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 60,175 | |
Property, plant and equipment at end of period | 63,986 | 60,175 |
Leasehold and leasehold improvements | Gross Carrying Amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 63,425 | |
Additions | 37,935 | 69,855 |
Effect of movements in exchange rates | 3,119 | (6,430) |
Property, plant and equipment at end of period | 104,479 | 63,425 |
Leasehold and leasehold improvements | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (3,250) | |
Depreciation for the year | 26,667 | 3,588 |
Impairment for the year | 11,276 | |
Effect of movements in exchange rates | (700) | (338) |
Property, plant and equipment at end of period | (40,493) | (3,250) |
Furniture, Fixtures and Office Equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 60,427 | 3,302 |
Property, plant and equipment at end of period | 109,908 | 60,427 |
Furniture, Fixtures and Office Equipment | Gross Carrying Amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 66,642 | 6,661 |
Additions | 75,797 | 65,939 |
Effect of movements in exchange rates | (791) | (5,958) |
Property, plant and equipment at end of period | 141,648 | 66,642 |
Furniture, Fixtures and Office Equipment | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (6,215) | (3,359) |
Depreciation for the year | 22,545 | 3,477 |
Impairment for the year | 3,736 | |
Effect of movements in exchange rates | (756) | (621) |
Property, plant and equipment at end of period | (31,740) | (6,215) |
Plant Equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 310,484 | 50,834 |
Property, plant and equipment at end of period | 264,675 | 310,484 |
Plant Equipment | Gross Carrying Amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 379,808 | 58,106 |
Additions | 31,756 | 136,398 |
Transfers | 217,625 | |
Effect of movements in exchange rates | 5,162 | (32,321) |
Property, plant and equipment at end of period | 416,726 | 379,808 |
Plant Equipment | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (69,324) | (7,272) |
Depreciation for the year | 84,898 | 67,838 |
Effect of movements in exchange rates | (2,171) | (5,786) |
Property, plant and equipment at end of period | (152,051) | (69,324) |
Vehicles | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 49,571 | |
Additions | 31,818 | |
Property, plant and equipment at end of period | 152,226 | 49,571 |
Vehicles | Gross Carrying Amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 54,270 | |
Additions | 141,511 | 58,606 |
Effect of movements in exchange rates | (6,868) | (4,336) |
Property, plant and equipment at end of period | 188,913 | 54,270 |
Vehicles | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | (4,699) | |
Depreciation for the year | 33,397 | 5,074 |
Effect of movements in exchange rates | (1,409) | (375) |
Property, plant and equipment at end of period | $ (36,687) | (4,699) |
Assets under construction and installation | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 225,295 | |
Assets under construction and installation | Gross Carrying Amount | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 225,295 | |
Transfers | (217,625) | |
Effect of movements in exchange rates | $ (7,670) |
Property, plant and equipment_2
Property, plant and equipment - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Vehicles | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Additions | $ 31,818 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | $ 1,018,878 | $ 1,221,299 |
Intangible assets, Ending balance | 1,042,880 | 1,018,878 |
Gross Carrying Amount | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 1,266,863 | 1,358,733 |
Additions | 141,849 | 55,712 |
Effect of movements in exchange rates | 17,571 | (147,582) |
Intangible assets, Ending balance | 1,426,283 | 1,266,863 |
Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | (247,985) | (137,434) |
Amortization for the year | 136,489 | 135,045 |
Effect of movements in exchange rates | (1,071) | (24,494) |
Intangible assets, Ending balance | (383,403) | (247,985) |
Development Costs | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 971,739 | 1,199,727 |
Intangible assets, Ending balance | 882,026 | 971,739 |
Development Costs | Gross Carrying Amount | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 1,210,873 | 1,333,030 |
Additions | 18,186 | 19,960 |
Effect of movements in exchange rates | 20,797 | (142,117) |
Intangible assets, Ending balance | 1,249,856 | 1,210,873 |
Development Costs | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | (239,134) | (133,303) |
Amortization for the year | 129,668 | 129,473 |
Effect of movements in exchange rates | (972) | (23,642) |
Intangible assets, Ending balance | (367,830) | (239,134) |
Patents and trademarks | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 46,271 | 21,572 |
Intangible assets, Ending balance | 47,144 | 46,271 |
Patents and trademarks | Gross Carrying Amount | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 55,118 | 25,703 |
Additions | 5,712 | 34,811 |
Effect of movements in exchange rates | 1,221 | (5,396) |
Intangible assets, Ending balance | 62,051 | 55,118 |
Patents and trademarks | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | (8,847) | (4,131) |
Amortization for the year | 6,144 | 5,568 |
Effect of movements in exchange rates | (84) | (852) |
Intangible assets, Ending balance | (14,907) | (8,847) |
Software | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 868 | |
Intangible assets, Ending balance | 113,710 | 868 |
Software | Gross Carrying Amount | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | 872 | |
Additions | 117,951 | 941 |
Effect of movements in exchange rates | (4,447) | (69) |
Intangible assets, Ending balance | 114,376 | 872 |
Software | Accumulated Depreciation and Impairment Losses | ||
Disclosure of detailed information about intangible assets [line items] | ||
Intangible assets, Beginning balance | (4) | |
Amortization for the year | 677 | 4 |
Effect of movements in exchange rates | (15) | |
Intangible assets, Ending balance | $ (666) | $ (4) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of detailed information about intangible assets [abstract] | ||
Development costs amortized useful life | 10 years | |
Remaining useful life | 7 years | |
Amortization expenses | $ 136,489 | $ 135,045 |
Investments in Associates - Add
Investments in Associates - Additional Information (Details) - Zapp Scooters Thailand Company Limited - USD ($) | Mar. 30, 2023 | Mar. 28, 2023 |
Disclosure of associates [line items] | ||
Proportion of voting rights held in subsidiary | 49% | |
Proportion of ownership interest sold in subsidiary | 49% | |
Capitalized development costs acquired at book value on transaction date | $ 18,186 | |
Carrying value of the acknowledged debt | 22,652 | |
Loss on disposal of associate | $ (4,166) |
Investments in Associates - Sum
Investments in Associates - Summary of Recognized Profit on Disposal of Shares in Associates (Details) - USD ($) | 12 Months Ended | |
Mar. 28, 2023 | Sep. 30, 2023 | |
Disclosure of associates [line items] | ||
Gain on disposal of shares in associate | $ 1,423 | |
Zapp Scooters Thailand Company Limited | ||
Disclosure of associates [line items] | ||
Proceeds on disposal | $ 1,423 | |
Gain on disposal of shares in associate | $ 1,423 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Classes of current inventories [abstract] | ||
Raw materials | $ 432,744 | $ 57,404 |
Work in progress | 58,633 | |
Goods in transit | 2,185 | |
Finished goods | 74,849 | 52,145 |
Total inventories | $ 566,226 | $ 111,734 |
Inventories - Additional Inform
Inventories - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Classes of current inventories [abstract] | |
provision for obselete inventory | $ 5,706 |
Inventories Gross | $ 571,932 |
Trade and Other Receivables - S
Trade and Other Receivables - Summary of Trade and Other Receivables (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Trade and other current receivables [abstract] | ||
Income tax receivable | $ 460,738 | |
Other taxation and social security receivable | 123,214 | $ 115,056 |
Prepayments | 396,190 | 30,425 |
Other receivables | 281,558 | 49,707 |
Total trade and other current receivables | $ 1,261,700 | $ 195,188 |
Trade and Other Payables - Summ
Trade and Other Payables - Summary of Trade and Other Payables (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Trade and other payables [abstract] | ||
Accounts payable and accrued liabilities | $ 19,754,628 | $ 847,121 |
Other taxation and social security payable | 114,590 | 10,892 |
Deferred income | 15,299 | 23,111 |
Other payables | 24,008 | |
Total trade and other payables | $ 19,884,517 | $ 905,132 |
Loans and Borrowings - Schedule
Loans and Borrowings - Schedule of Loans and Borrowings (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Disclosure of detailed information about borrowings [line items] | ||
Loans and borrowings, Current | $ 3,713,717 | $ 12,490 |
Loans and borrowings, Noncurrent | 1,022,866 | 34,871 |
Total Loans and Borrowings | 4,736,583 | 47,361 |
Bank Loans | ||
Disclosure of detailed information about borrowings [line items] | ||
Loans and borrowings, Current | 14,527 | 12,490 |
Promissory Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Loans and borrowings, Current | 3,699,190 | |
Bank Loans | ||
Disclosure of detailed information about borrowings [line items] | ||
Loans and borrowings, Noncurrent | 22,866 | $ 34,871 |
Promissory Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Loans and borrowings, Noncurrent | $ 1,000,000 |
Loans and Borrowings - Addition
Loans and Borrowings - Additional Information (Details) $ / shares in Units, ฿ in Millions | 12 Months Ended | |||||||
Aug. 02, 2023 USD ($) | Apr. 14, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Aug. 02, 2023 THB (฿) | Dec. 16, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 THB (฿) | |
Disclosure of detailed information about borrowings [line items] | ||||||||
Borrowings | $ 4,736,583 | $ 47,361 | ||||||
Ordinary Shares | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Number of shares through conversion from convertible loan note | shares | 1,528,159 | |||||||
Convertible Loan Notes | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Interest rate | 4% | |||||||
Borrowings | $ 6,100,000 | |||||||
Promissory Notes | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Interest rate | 9% | 15% | 9% | |||||
Borrowings | $ 570,000 | $ 1,000,000 | $ 548,222 | ฿ 20 | ||||
Repayment period | 2024-08 | 2025-04 | ||||||
Promissory Notes | CIIG | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Interest rate | 15% | |||||||
Borrowings | $ 3,203,000 | |||||||
Warrant price | $ / shares | $ 1 | |||||||
Warrants exercise price per share | $ / shares | $ 11.5 | |||||||
Interest-free notes amount | $ 2,653,833 | |||||||
Notes amount with interest | 479,167 | |||||||
Export-Import Bank of Thailand ("EXIM") | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Borrowings | 0 | |||||||
Export-Import Bank of Thailand ("EXIM") | Revolving Loan Agreement | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Short-term letters of credit | $ 274,520 | ฿ 10 | ||||||
Interest-Bearing Note | ||||||||
Disclosure of detailed information about borrowings [line items] | ||||||||
Borrowings | $ 497,135 |
Leases - Schedule of Carrying A
Leases - Schedule of Carrying Amounts And Movement in Right-of-use Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | $ 323,224 | $ 44,823 |
Depreciation for the year | 119,775 | 34,065 |
Right of use Assets, Ending balance | 359,057 | 323,224 |
Gross Carrying Amount | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 361,905 | 53,673 |
Additions | 560,398 | 349,810 |
Adjustments for early termination | (403,080) | (41,578) |
Effect of movements in exchange rates | 21,852 | |
Right of use Assets, Ending balance | 541,075 | 361,905 |
Accumulated Depreciation and Impairment Losses | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | (38,681) | (8,850) |
Depreciation for the year | 119,774 | 34,065 |
Impairment for the year | 25,588 | |
Effect of movements in exchange rates | 2,025 | (4,234) |
Right of use Assets, Ending balance | (182,018) | (38,681) |
Leasehold Property | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 302,924 | 25,123 |
Right of use Assets, Ending balance | 271,295 | 302,924 |
Leasehold Property | Gross Carrying Amount | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 330,289 | 27,407 |
Additions | 467,465 | 339,539 |
Adjustments for early termination | (403,080) | |
Effect of movements in exchange rates | 25,316 | (36,657) |
Right of use Assets, Ending balance | 419,990 | 330,289 |
Leasehold Property | Accumulated Depreciation and Impairment Losses | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | (27,365) | (2,284) |
Depreciation for the year | 97,756 | 27,741 |
Impairment for the year | 25,588 | |
Effect of movements in exchange rates | (2,014) | (2,660) |
Right of use Assets, Ending balance | (148,695) | (27,365) |
Furniture, Fixtures And Office Equipment | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 9,247 | |
Right of use Assets, Ending balance | 7,800 | 9,247 |
Furniture, Fixtures And Office Equipment | Gross Carrying Amount | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 9,511 | |
Additions | 10,271 | |
Effect of movements in exchange rates | 171 | (760) |
Right of use Assets, Ending balance | 9,682 | 9,511 |
Furniture, Fixtures And Office Equipment | Accumulated Depreciation and Impairment Losses | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | (264) | |
Depreciation for the year | 1,682 | 285 |
Effect of movements in exchange rates | (64) | (21) |
Right of use Assets, Ending balance | (1,882) | (264) |
Vehicles | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 11,053 | 19,700 |
Right of use Assets, Ending balance | 79,962 | 11,053 |
Vehicles | Gross Carrying Amount | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | 22,105 | 26,266 |
Additions | 92,933 | |
Effect of movements in exchange rates | (3,635) | (4,161) |
Right of use Assets, Ending balance | 111,403 | 22,105 |
Vehicles | Accumulated Depreciation and Impairment Losses | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Right of use Assets, Beginning balance | (11,052) | (6,566) |
Depreciation for the year | 20,336 | 6,039 |
Effect of movements in exchange rates | 53 | (1,553) |
Right of use Assets, Ending balance | $ (31,441) | $ (11,052) |
Leases - Schedule of Carrying_2
Leases - Schedule of Carrying Amount and Movement in Lease Liabilities (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lease liabilities [abstract] | ||
Lease liabilities, Beginning balance | $ 332,816 | $ 45,560 |
Additions | 560,398 | 349,810 |
Interest | 39,402 | 9,719 |
Payments | (109,974) | (33,883) |
Adjustments for early termination | (414,389) | |
Effect of movements in exchange rates | (11,519) | (38,390) |
Lease liabilities, Ending balance | $ 396,734 | $ 332,816 |
Leases - Schedule of Amounts Re
Leases - Schedule of Amounts Recognized in Statement of Profit or Loss in Lease Agreements (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [abstract] | ||
Depreciation expense on right-of-use assets | $ 119,775 | $ 34,065 |
Interest on lease liabilities | 39,402 | 9,719 |
Total amounts recognized in profit or loss | $ 159,177 | $ 43,784 |
Share Capital - Schedule of Iss
Share Capital - Schedule of Issued and Fully Paid Share Capital (Details) - Ordinary Shares - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Disclosure of share capital [line items] | ||
Issued and fully paid share capital, shares | 57,897,470 | 72,418,470 |
Issued and fully paid share capital, value | $ 5,790 | $ 940 |
Share Capital - Schedule of I_2
Share Capital - Schedule of Issued and Fully Paid Share Capital (Parenthetical) (Details) | Sep. 30, 2023 $ / shares | Sep. 30, 2022 £ / shares |
Ordinary Shares | ||
Disclosure of share capital [line items] | ||
Par value per share | (per share) | $ 0.0001 | £ 0.00001 |
Share Capital - Additional Info
Share Capital - Additional Information (Details) | 12 Months Ended | ||||||||
Apr. 28, 2028 $ / shares shares | May 28, 2024 $ / shares shares | Jul. 31, 2023 shares | Sep. 30, 2023 USD ($) Vote $ / shares shares | Oct. 01, 2023 shares | Apr. 28, 2023 USD ($) | Apr. 26, 2023 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 £ / shares | |
Disclosure of share capital [line items] | |||||||||
Share capital | $ | $ 5,790 | $ 940 | |||||||
Shares issued | 3,741,424 | 6,567,814 | |||||||
Ordinary shares, vote per share | Vote | 1 | ||||||||
Increase to merger reserve | $ | $ 12,838,970 | $ 12,838,970 | |||||||
New shares issued under FPA | 2,432,186 | 2,432,186 | |||||||
Warrants outstanding on expiry | 26,437,500 | ||||||||
Warrants issued | 29,858,969 | ||||||||
Major Ordinary share Transactions | |||||||||
Disclosure of share capital [line items] | |||||||||
Warrants outstanding on expiry | 26,437,500 | 3,421,469 | |||||||
Warrants exercise price per share | $ / shares | $ 11.5 | ||||||||
Major Ordinary share Transactions | Top of Range | |||||||||
Disclosure of share capital [line items] | |||||||||
Warrants exercise price per share | $ / shares | $ 4.49 | ||||||||
Major Ordinary share Transactions | Bottom of Range | |||||||||
Disclosure of share capital [line items] | |||||||||
Warrants exercise price per share | $ / shares | $ 0.79 | ||||||||
Ordinary Shares | |||||||||
Disclosure of share capital [line items] | |||||||||
Authorized share capital | $ | $ 50,000 | ||||||||
Shares authorized | 500,000,000 | ||||||||
Par value per share | (per share) | $ 0.0001 | £ 0.00001 | |||||||
Ordinary Shares | Major Ordinary share Transactions | |||||||||
Disclosure of share capital [line items] | |||||||||
Shares issued | 1,995,857 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share Capital (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of share capital [line items] | |||
Beginning balance , shares | 72,418,470 | 64,652,412 | |
Beginning balance | $ 2,512,440 | $ (223,751) | |
Shares issued for cash, shares | 5,666,058 | ||
Shares issued for cash | $ 5,155,544 | ||
Conversion from convertible loan note, shares | 1,528,159 | 2,000,000 | |
Conversion from convertible loan note | $ 6,296,437 | $ 919,970 | |
Shares issued to employee, shares | 100,000 | ||
Shares issued to employee | $ 121,535 | ||
Group restructuring at the Business Combination, shares | (18,481,345) | ||
Shares issued under FPA agreement, shares | 2,432,186 | 2,432,186 | |
Shares issued under FPA agreement | $ 1,943,046 | ||
Ending balance, shares | 57,897,470 | 72,418,470 | |
Ending balance | $ (18,437,617) | $ 2,512,440 | |
Share Capital | |||
Disclosure of share capital [line items] | |||
Beginning balance | 940 | 841 | |
Shares issued for cash | 72 | ||
Conversion from convertible loan note | 190 | 26 | |
Shares issued to employee | 1 | ||
Group restructuring at the Business Combination | 4,417 | ||
Shares issued under FPA agreement | 243 | ||
Ending balance | 5,790 | 940 | |
Share Premium | |||
Disclosure of share capital [line items] | |||
Beginning balance | 8,994,292 | 2,797,342 | |
Shares issued for cash | 5,155,472 | ||
Conversion from convertible loan note | 6,296,247 | 919,944 | |
Shares issued to employee | 121,534 | ||
Group restructuring at the Business Combination | 103,732,715 | ||
Shares issued under FPA agreement | 1,942,803 | ||
Ending balance | 120,966,057 | $ 8,994,292 | |
Merger Reserve | |||
Disclosure of share capital [line items] | |||
Group restructuring at the Business Combination | 12,838,970 | ||
Ending balance | $ 12,838,970 |
Share-based Payments - Addition
Share-based Payments - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Apr. 28, 2023 shares Days $ / shares | Jun. 30, 2023 | Sep. 30, 2023 shares $ / shares | Oct. 01, 2023 shares | Apr. 26, 2023 shares | Sep. 30, 2022 shares £ / shares | Sep. 30, 2021 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Description of method of settlement for share-based payment arrangement | The options are considered to be equity-settled share-based payment arrangements and have a maximum term of up to ten years from the date of grant. Until optionholders acquire the Ordinary Shares upon exercise of such options, they have no rights with respect to the Ordinary Shares. | ||||||
Maximum term of equity-settled share-based payment arrangements | 10 years | ||||||
Description of vesting requirements for share-based payment arrangement | The options generally vest based on the following conditions:•Listing success, which is considered a non-market performance condition;•Fully vested at grant date; or•A two- or three-year vesting period, which is considered a service condition. | ||||||
Shares issued | 3,741,424 | 6,567,814 | |||||
Number of informal share option vested in share-based payment arrangement | 4,078,206 | ||||||
Number of share options outstanding in share-based payment arrangement | 3,022,298 | ||||||
Weighted average exercise price of share options exercisable in share-based payment arrangement | $ / shares | $ 0.000022 | ||||||
Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Par value per share | (per share) | $ 0.0001 | £ 0.00001 | |||||
Ordinary Shares | Major Ordinary share Transactions | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Shares issued | 1,995,857 | ||||||
Management Earnout | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of shares granted | 8,518,290 | ||||||
Management Earnout | Zapp | Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of shares granted | 8,518,290 | ||||||
Number of trading days | Days | 20 | ||||||
Number of consecutive trading day period | Days | 30 | ||||||
First Earnout Condition | Zapp | Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Par value per share | $ / shares | $ 12 | ||||||
Second Earnout Condition | Zapp | Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Par value per share | $ / shares | 14 | ||||||
Third Earnout Condition | Zapp | Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Par value per share | $ / shares | $ 16 | ||||||
Sponsor Earnout | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of shares granted | 754,687 | ||||||
Sponsor Earnout | CIIG | Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of trading days | Days | 20 | ||||||
Number of consecutive trading day period | Days | 30 | ||||||
Par value per share | $ / shares | $ 14 | ||||||
Number of shares unvested | 754,687 | ||||||
SPAC Advisory Partners Compensation | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of shares granted | 856,720 | ||||||
Number of management earnout shares | 6,837,202 | ||||||
Percentage of management earnout | 10% | ||||||
Percentage of charge recognised on management earnout | 10% | ||||||
SPAC Advisory Partners Compensation | Ordinary Shares | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of shares issued | 173,000 | ||||||
Par value per share | $ / shares | $ 8.75 | ||||||
Number of additional ordinary shares percentage | 10% | ||||||
Marketing Services Agreement Compensation | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of shares granted | 72,114 | ||||||
Vest periodically over a period | 6 months | ||||||
Informal Share Option Arrangements | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Number of share options outstanding in share-based payment arrangement | 4,272,844 | 6,270,000 | 6,040,000 | ||||
Informal Share Option Arrangements | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Weighted average exercise price of share options exercisable in share-based payment arrangement | $ / shares | $ 0.78 | ||||||
Number of share options exercisable in share-based payment arrangement | 1,123,382 | ||||||
Informal Share Option Arrangements | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Weighted average exercise price of share options exercisable in share-based payment arrangement | $ / shares | $ 2.13 | ||||||
Number of share options exercisable in share-based payment arrangement | 127,164 | ||||||
Bottom of Range | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Options vesting period | 2 years | ||||||
Top of Range | |||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||
Options vesting period | 3 years |
Share-based Payments - Schedule
Share-based Payments - Schedule of Share-based Payment Charge (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based payment charge | $ 77,738,450 | $ 249,087 |
Informal Share Option Arrangements | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based payment charge | 999,357 | $ 249,087 |
Management Earnout | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based payment charge | 64,082,445 | |
Sponsor Earnout | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based payment charge | 5,690,340 | |
SAP Compensation | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based payment charge | 6,845,953 | |
MSA compensation | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based payment charge | $ 120,355 |
Share-based Payments - Schedu_2
Share-based Payments - Schedule of Share Options, Earnout Shares, Share Awards and RSUs Granted (Details) | 12 Months Ended |
Sep. 30, 2023 shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of shares granted | 11,666,811 |
Post Business Combination equivalent | 10,923,171 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 10,000 |
Grant date | Nov. 07, 2022 |
Expiry date | May 23, 2032 |
Post Business Combination equivalent | 5,702 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 60,000 |
Grant date | Nov. 07, 2022 |
Expiry date | Aug. 12, 2032 |
Post Business Combination equivalent | 34,215 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 200,000 |
Grant date | Nov. 07, 2022 |
Expiry date | Aug. 15, 2032 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 20,000 |
Grant date | Nov. 07, 2022 |
Expiry date | Sep. 01, 2032 |
Post Business Combination equivalent | 11,405 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 1,100,000 |
Grant date | Nov. 07, 2022 |
Expiry date | Oct. 01, 2032 |
Post Business Combination equivalent | 627,270 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 50,000 |
Grant date | Nov. 07, 2022 |
Expiry date | Dec. 01, 2032 |
Post Business Combination equivalent | 28,512 |
Informal Share Option Arrangements | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of share option granted | 25,000 |
Grant date | Nov. 07, 2022 |
Expiry date | Dec. 19, 2032 |
Post Business Combination equivalent | 14,256 |
Management Earnout | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of shares granted | 8,518,290 |
Grant date | Apr. 28, 2023 |
Expiry date | Apr. 28, 2028 |
Post Business Combination equivalent | 8,518,290 |
Sponsor Earnout | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of shares granted | 754,687 |
Grant date | Apr. 28, 2023 |
Expiry date | Apr. 28, 2028 |
Post Business Combination equivalent | 754,687 |
SAP Compensation | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of shares granted | 173,000 |
Grant date | Apr. 28, 2023 |
Post Business Combination equivalent | 173,000 |
SAP Compensation | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of shares granted | 683,720 |
Grant date | Apr. 28, 2023 |
Expiry date | Apr. 28, 2028 |
Post Business Combination equivalent | 683,720 |
MSA compensation | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Number of shares granted | 72,114 |
Grant date | Jun. 19, 2023 |
Post Business Combination equivalent | 72,114 |
Share-based Payments - Reconcil
Share-based Payments - Reconciliation of Outstanding Share Options, Earnout Shares, Share Awards to be Issued and RSUs (Details) - shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Ending Balance | 3,022,298 | |
Informal Share Option Arrangements | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Beginning Balance | 6,270,000 | 6,040,000 |
Granted | 1,465,000 | 300,000 |
Cancelled and forfeited prior to the Business Combination | (200,000) | (70,000) |
Adjustment at the Business Combination | (3,238,205) | |
Cancelled and forfeited after the Business Combination | (23,951) | |
Ending Balance | 4,272,844 | 6,270,000 |
Management Earnout Shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Granted at the Business Combination | 8,518,290 | |
Ending Balance | 8,518,290 | |
Sponsor Earnout Shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Granted at the Business Combination | 754,687 | |
Ending Balance | 754,687 | |
SAP Compensation | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Granted at the Business Combination | 856,720 | |
Ending Balance | 856,720 | |
MSA compensation | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Granted at the Business Combination | 72,114 | |
Granted after the Business Combination | 72,114 | |
Ending Balance | 72,114 |
Share-based Payments - Schedu_3
Share-based Payments - Schedule of Key Terms in Relation to Informal Share Option Arrangements (Details) - Informal Share Option Arrangements - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Weighted average exercise price, Beginning balance | $ 0.06 | $ 0.06 |
Weighted average exercise price, Granted | 0.64 | 0.45 |
Weighted average exercise price, Cancelled and forfeited | 1.15 | 0.45 |
Weighted average exercise price, Ending balance | $ 0.27 | $ 0.06 |
Weighted average remaining contractual life, Balance | 6 years 6 months 29 days |
Share-based Payments - Schedu_4
Share-based Payments - Schedule of Movements in Non-vested Shares Under Informal Share Option Arrangements (Details) - Informal Share Option Arrangements | 12 Months Ended | |
Sep. 30, 2023 shares $ / shares | Sep. 30, 2022 shares $ / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Number of non-vested share options, Beginning balance | 3,875,000 | 3,930,000 |
Number of non-vested share options, Granted | 1,465,000 | 300,000 |
Number of non-vested share options, vested | (4,743,750) | (285,000) |
Number of non-vested share options, cancelled and forfeited | (200,000) | (70,000) |
Number of non-vested share options, Adjustment at business combination | (185,645) | |
Number of non-vested share options, Vested after business combination | (15,967) | |
Number of non-vested share options, Cancelled and forfeited after the Business Combination | (23,951) | |
Number of non-vested share options, Ending balance | 170,687 | 3,875,000 |
Weighted average fair value at grant date, Beginning balance | $ / shares | $ 0.22 | $ 0.27 |
Weighted average fair value at grant date, Granted | $ / shares | 0.59 | 0.17 |
Weighted average fair value at grant date, Vested | $ / shares | 0.33 | 0.16 |
Weighted average fair value at grant date, Cancelled and Forfeited | $ / shares | 0.48 | 0.16 |
Weighted average fair value at grant date, Vested after business combination | $ / shares | 0.9 | |
Weighted average fair value at grant date, Cancelled and forfeited after the business combination | $ / shares | 0.88 | |
Weighted average fair value at grant date, Ending balance | $ / shares | $ 0.64 | $ 0.22 |
Share-based Payments - Determin
Share-based Payments - Determining the Fair Value of Share Options and Earnout Shares Granted (Details) - 12 months ended Sep. 30, 2023 | £ / shares | $ / shares |
Informal Share Option Arrangements | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Valuation method | Black Scholes | Black Scholes |
Informal Share Option Arrangements | Bottom of Range | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | £ / shares | £ 0.35 | |
Expected volatility | 46% | 46% |
Risk free interest rate | 1.50% | 1.50% |
Fair value | £ / shares | £ 0.39 | |
Informal Share Option Arrangements | Top of Range | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | £ / shares | £ 0.95 | |
Expected volatility | 54.40% | 54.40% |
Risk free interest rate | 3.50% | 3.50% |
Fair value | £ / shares | £ 0.55 | |
Management Earnout Shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Valuation method | Monte Carlo | Monte Carlo |
Expected volatility | 66.20% | 66.20% |
Risk free interest rate | 3.60% | 3.60% |
Management Earnout Shares | Bottom of Range | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | $ 12 | |
Fair value | 7.16 | |
Management Earnout Shares | Top of Range | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | 16 | |
Fair value | $ 7.87 | |
Sponsor Earnout Shares | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Valuation method | Monte Carlo | Monte Carlo |
Exercise price | $ 14 | |
Expected volatility | 66.20% | 66.20% |
Risk free interest rate | 3.60% | 3.60% |
Fair value | $ 7.54 | |
SAP Compensation | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Valuation method | Monte Carlo | Monte Carlo |
Expected volatility | 66.20% | 66.20% |
Risk free interest rate | 3.60% | 3.60% |
SAP Compensation | Bottom of Range | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | $ 12 | |
Fair value | 7.16 | |
SAP Compensation | Top of Range | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price | 16 | |
Fair value | $ 7.87 |
Financial instruments - Additio
Financial instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jul. 31, 2023 | Apr. 26, 2023 | Sep. 30, 2023 | Apr. 28, 2023 | |
Disclosure of financial assets [line items] | ||||
Shares Issued Under F P A Agreement, Shares | 2,432,186 | 2,432,186 | ||
Total number of shares issued | 6,567,814 | 3,741,424 | ||
Gain on revaluation of warrants | $ 2,039,723 | |||
CIIG II Class A common stock | ||||
Disclosure of financial assets [line items] | ||||
Par value per share | $ 0.0001 | |||
Par value per share | $ 0.0001 | |||
Forward Purchase Agreement | ||||
Disclosure of financial assets [line items] | ||||
Shares Issued Under F P A Agreement, Shares | 2,432,186 | |||
Share price settlement adjustment amount | 2,660,568 | |||
Additional number of shares issued | 1,943,046 | |||
Sales, fair value measurement, assets | $ 6,567,814 | |||
Purchase of available-for-sale financial assets | $ 49,270,000 | |||
Cumulative fair value loss | $ 48,552,478 | |||
Forward Purchase Agreement | CIIG II Class A common stock | ||||
Disclosure of financial assets [line items] | ||||
Par value per share | $ 0.0001 | |||
Par value per share | 0.0001 | |||
Top of Range | Forward Purchase Agreement | ||||
Disclosure of financial assets [line items] | ||||
Dividends paid, ordinary shares per share | $ 5,000,000 | |||
Top of Range | Forward Purchase Agreement | CIIG II Class A common stock | ||||
Disclosure of financial assets [line items] | ||||
Purchases, fair value measurement, assets | $ 10,000,000 |
Financial instruments - Summary
Financial instruments - Summary of Financial Assets (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Disclosure of financial assets [line items] | ||
Financial assets at amortised cost | $ 36,878 | $ 41,436 |
Financial assets at fair value through profit or loss | 2,660,568 | |
Total financial assets | 2,697,446 | 41,436 |
Current | 17,606 | 21,466 |
Non-current | 2,679,840 | 19,970 |
Loans receivable from related parties | ||
Disclosure of financial assets [line items] | ||
Financial assets at amortised cost | 21,021 | |
Lease Deposits | ||
Disclosure of financial assets [line items] | ||
Financial assets at amortised cost | 36,878 | $ 20,415 |
Forward Purchase Agreement | ||
Disclosure of financial assets [line items] | ||
Financial assets at fair value through profit or loss | $ 2,660,568 |
Financial instruments - Summa_2
Financial instruments - Summary of Financial Liabilities (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Disclosure of financial liabilities [line items] | ||
Financial liabilities at amortised cost | $ 24,887,945 | $ 1,175,938 |
warrents Outstanding | 26,437,500 | |
Financial liabilities at fair value through profit or loss | $ 603,028 | 323,864 |
Financial liabilities | 25,490,973 | 1,499,802 |
Current | 24,568,306 | 1,464,931 |
Non-current | 922,666 | 34,871 |
Accounts payable and accrued liabilities | ||
Disclosure of financial liabilities [line items] | ||
Financial liabilities at amortised cost | 19,754,628 | 795,762 |
Loans and borrowings | ||
Disclosure of financial liabilities [line items] | ||
Financial liabilities at amortised cost | 4,736,583 | 47,360 |
Lease liabilities | ||
Disclosure of financial liabilities [line items] | ||
Financial liabilities at amortised cost | 396,734 | 332,816 |
Warrants | ||
Disclosure of financial liabilities [line items] | ||
Financial liabilities at fair value through profit or loss | $ 603,028 | $ 323,864 |
Financial instruments - Summa_3
Financial instruments - Summary of Interest Bearing Loans And Borrowings (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of detailed information about borrowings [line items] | ||
Total current borrowings and current portion of non-current borrowings | $ 3,713,718 | $ 12,489 |
Non-current portion of non-current borrowings | $ 1,022,866 | 34,871 |
Bank Loans | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings, interest rate | 2.50% | |
Borrowings, maturity | Within one year | |
Total current borrowings and current portion of non-current borrowings | $ 14,527 | 12,489 |
Promissory Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings, maturity | Within one year | |
Total current borrowings and current portion of non-current borrowings | $ 3,699,191 | |
Promissory Notes | Bottom of Range | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings, interest rate | 0% | |
Promissory Notes | Top of Range | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings, interest rate | 15% | |
Bank Loans | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings, interest rate | 2.50% | |
Borrowings, maturity | 2026 | |
Non-current portion of non-current borrowings | $ 22,866 | $ 34,871 |
Promissory Notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Borrowings, interest rate | 15% | |
Borrowings, maturity | 2025 | |
Non-current portion of non-current borrowings | $ 1,000,000 |
Financial Instruments - Summa_4
Financial Instruments - Summary of Effect of Changes in Foreign Exchange Rates (Details) - 12 months ended Sep. 30, 2023 | GBP (£) | EUR (€) | THB (฿) |
5% Strengthening | |||
Disclosure of detailed information about borrowings [line items] | |||
Effect on profit before tax | £ 363,722 | € 22,166 | ฿ 29,057 |
Effect on equity | 306,328 | 58,143 | (51,168) |
5% Weakening | |||
Disclosure of detailed information about borrowings [line items] | |||
Effect on profit before tax | (402,009) | (20,055) | (26,290) |
Effect on equity | £ (338,573) | € (59,883) | ฿ 62,290 |
Financial Instruments - Summa_5
Financial Instruments - Summary of Maturity Profile of Financial Liabilities Based on Contractual Undiscounted Payments (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Disclosure of financial liabilities [line items] | |||
Lease liabilities | $ 396,734 | $ 332,816 | $ 45,560 |
Accounts payable and accrued liabilities | 19,754,628 | 847,121 | |
Financial liabilities | 25,490,973 | $ 1,499,802 | |
Liquidity risk | |||
Disclosure of financial liabilities [line items] | |||
Bank loans | 38,725 | ||
Promissory notes | 5,082,838 | ||
Lease liabilities | 450,580 | ||
Accounts payable and accrued liabilities | 19,754,628 | ||
Financial liabilities | 25,326,771 | ||
Less than one year | Liquidity risk | |||
Disclosure of financial liabilities [line items] | |||
Bank loans | 14,527 | ||
Promissory notes | 3,907,838 | ||
Lease liabilities | 84,785 | ||
Accounts payable and accrued liabilities | 19,754,628 | ||
Financial liabilities | 23,761,778 | ||
1 to 5 years | Liquidity risk | |||
Disclosure of financial liabilities [line items] | |||
Bank loans | 24,198 | ||
Promissory notes | 1,175,000 | ||
Lease liabilities | 256,005 | ||
Financial liabilities | 1,455,203 | ||
Over 5 years | Liquidity risk | |||
Disclosure of financial liabilities [line items] | |||
Bank loans | 0 | ||
Promissory notes | 0 | ||
Lease liabilities | 109,791 | ||
Financial liabilities | $ 109,791 |
Financial Instruments - Summa_6
Financial Instruments - Summary of fair value of the Forward Purchase Agreements (Details) - $ / shares | Sep. 30, 2023 | Apr. 26, 2023 |
Disclosure of financial liabilities [line items] | ||
Total number of shares issued | 3,741,424 | 6,567,814 |
Opening share price | 0.75 | 8.75 |
Expected volatility | 70% | 70% |
Dividend yield | 0% | 0% |
Risk free interest rate | 4.90% | 3.80% |
Fair value per share | $ 0.71 | $ 7.5 |
Related Party Transactions - Su
Related Party Transactions - Summary of Transactions with Related Parties Who are Not Members of the Group (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Paragon Partners Company Limited | ||
Related party transactions [line items] | ||
Property lease payments | $ 30,549 | $ 28,676 |
Zapp Manufacturing Thailand Company Limited | ||
Related party transactions [line items] | ||
Sales of assets to the group | 18,186 | |
Amounts owed by related parties | 21,021 | |
Executive officers | ||
Related party transactions [line items] | ||
Purchase of assets from the group | $ 1,423 | |
Amounts owed by related parties | 38,590 | |
Amounts owed to related parties | $ 340 |
Related Party Transactions - _2
Related Party Transactions - Summary of Compensation to Directors and Executive Officers (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party [Abstract] | ||
Short-term employee benefits | $ 1,168,934 | $ 630,755 |
Post-employment benefits | 9,332 | 41,160 |
Share-based payments | 111,703 | 354,680 |
Compensation, Total | $ 1,289,969 | $ 1,026,595 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Executive officers | |
Disclosure of transactions between related parties [line items] | |
Share based payment charge | $ 51,438,565 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Disclosure of contingent liabilities [abstract] | |
Non payment of fee for advisory services | $ 3,630,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) ฿ in Millions | 1 Months Ended | |||||||||||
Feb. 20, 2024 USD ($) shares | Feb. 10, 2024 USD ($) | Jan. 12, 2024 USD ($) | Aug. 02, 2023 USD ($) | Apr. 14, 2023 USD ($) | Feb. 29, 2024 USD ($) | Jan. 12, 2024 THB (฿) | Jan. 10, 2024 shares | Sep. 30, 2023 USD ($) shares | Aug. 02, 2023 THB (฿) | Apr. 26, 2023 shares | Sep. 30, 2022 USD ($) | |
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Shares issued | shares | 3,741,424 | 6,567,814 | ||||||||||
Borrowings | $ 4,736,583 | $ 47,361 | ||||||||||
Promissory Notes | ||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Borrowings | $ 570,000 | $ 1,000,000 | $ 548,222 | ฿ 20 | ||||||||
Repayment period | 2024-08 | 2025-04 | ||||||||||
Interest rate | 9% | 15% | 9% | |||||||||
Events After Reporting Period | Zapp Scooters Thailand Company Limited | Promissory Notes | ||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Borrowings | $ 287,000 | ฿ 10 | ||||||||||
Repayment period | 2026-01 | |||||||||||
Interest rate | 15% | 15% | ||||||||||
Events After Reporting Period | Ordinary Shares | ||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Shares issued | shares | 1,900,000 | |||||||||||
Proceeds from issuance of ordinary shares | $ 550,000 | |||||||||||
Events After Reporting Period | Ordinary Shares | Yorkville Advisors Global LP | ||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Proceeds from issuance of ordinary shares | $ 600,000 | |||||||||||
Events After Reporting Period | Ordinary Shares | Yorkville Advisors Global LP | Top of Range | ||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Proceeds from issuance of ordinary shares | $ 10,000,000 | |||||||||||
Events After Reporting Period | Ordinary Shares | Swin Chatsuwan | ||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||
Shares issued | shares | 1,995,857 |