UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number: 001-41693
Zapp Electric Vehicles Group Limited
87/1 Wireless Road
26/F Capital Tower
All Seasons Place
Lumpini, Patumwan
Bangkok 10330 Thailand
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Entry into a New Standby Equity Purchase Agreement
On July 11, 2024, Zapp Electric Vehicles Group Limited (“Zapp EV” or the “Company”) entered into a new Standby Equity Purchase Agreement (“New SEPA”) with YA II PN, LTD (the “Investor”), a Cayman Islands exempt limited partnership that is an affiliate of Yorkville Advisors Global, LP, pursuant to which the Company has the right to sell to the Investor up to $50 million (“the Commitment Amount”) of its ordinary shares, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term thereof.
Under the agreement, the Investor has agreed to advance to the Company $4.0 million in three tranches (the “Pre-Paid Advances”) in exchange for convertible promissory notes (the “Convertible Notes”). The first advance of $1.0 million was disbursed upon execution of the agreement. The second advance of $1.0 million will be disbursed within two trading days after the filing of a registration statement registering the resale of all shares issuable under the New SEPA. The balance of $2.0 million will be disbursed within two trading days after the effectiveness of such registration statement. The purchase price for the Pre-Paid Advances is 95% of the principal amount thereof. For so long as a balance remains outstanding under the Convertible Notes, the Investor in its discretion may deliver a notice under the New SEPA requiring the issuance and sale of Company shares to Investor at a purchase price equal to the Conversion Price (as defined) in effect at the time of delivery of the Investor’s notice, which shall offset such balance outstanding under the Convertible Notes (each an “Investor Advance”).
Thereafter, subject to certain conditions and limitations, the Company will have the right, but not the obligation, from time to time during the term of the New SEPA, to direct Investor to purchase specified numbers of Company shares, priced according to the New SEPA (each, an “Advance”), by delivering written notice to Investor (each an “Advance Notice”).
Other than in respect of an Investor Advance, the Company will control the timing and amount of any sales of shares under the New SEPA, however, except as set forth in the New SEPA, the Company will not be able to request Advances until the Convertible Notes have been repaid. The Company’s decision to effect Advances under the New SEPA, and the amount of aggregate net proceeds to be received, will depend on a variety of factors from time to time, which may include, among other things, market conditions, the trading price of the Company’s shares, and determinations by the Company as to the appropriate sources and uses of funding for its business and operations.
The foregoing summary of the New SEPA and the Convertible Notes is qualified in its entirety by reference to the text thereof and the associated Registration Rights Agreement executed concurrently therewith, which are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and incorporated by reference herein. The Company issued a press release on July 12, 2024 announcing the New SEPA, which is furnished as Exhibit 99.3 hereto and is incorporated herein by reference.
No Offer or Solicitation
This Current Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares or other securities of the Company, nor shall there be any sale of securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.
Forward-Looking Statements
This Form 6-K contains forward-looking statements that involve risks and uncertainties. Such risks and uncertainties include without limitation the Company’s ability to regain and maintain compliance with Nasdaq’s rules for continued listing of its shares, the concomitant risk that its shares may be delisted by Nasdaq, market and business conditions, and other risks detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statements in this Form 6-K as a result of new information, future events or otherwise, except as required by law.
EXHIBIT INDEX
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Exhibit | | Description of Exhibit |
99.1 | | Standby Equity Purchase Agreement, dated July 11, 2024, between Zapp Electric Vehicles Group Limited and YA II PN, Ltd. |
99.2 | | Registration Rights Agreement, dated July 11, 2024, between Zapp Electric Vehicles Group Limited and YA II PN, Ltd. |
99.3 | | Press release issued by Zapp Electric Vehicles Group Limited, dated July 12, 2024. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ZAPP ELECTRIC VEHICLES GROUP LIMITED |
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Date: July 16, 2024 | | By: | /s/ Swin Chatsuwan |
| | Name: | Swin Chatsuwan |
| | Title: | Chief Executive Officer |
