Financial Instruments | 23. Financial instruments 23.1 Financial assets Financial assets, other than cash and short-term deposits, comprised the following at September 30, 2024 and September 30, 2023: (in USD) September 30, September 30, Financial assets at amortized cost Trade receivables 21,515 — Lease deposits 40,165 36,878 61,680 36,878 Financial assets at fair value through profit or loss Forward purchase agreement — 2,660,568 — 2,660,568 Total financial assets 61,680 2,697,446 Current 39,409 17,606 Non-current 22,271 2,679,840 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” or an “FPA,” and together, the “Forward Purchase Agreements”) with two counterparties (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 Ordinary 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 on April 26, 2023 based on a Monte Carlo simulation model. The Forward Purchase Agreements were valued at $ 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 (see Note 9). On January 23, 2024, the Forward Purchase Agreements were canceled by mutual agreement and the carrying value upon that date recognized as an expense in other income and expense. 23.2 Financial liabilities Financial liabilities comprised the following at September 30, 2024 and September 30, 2023: (in USD) September 30, September 30, Financial liabilities at amortized cost Accounts payable and accrued liabilities 20,497,131 19,754,628 Loans and borrowings 4,255,773 4,736,583 Convertible loan notes 1,488,517 — Loans and borrowings from related parties 309,191 — Lease liabilities 363,718 396,734 26,914,330 24,887,945 Financial liabilities at fair value through profit or loss Warrants 242,653 603,028 Convertible loan notes 407,480 — 650,133 603,028 Total financial liabilities 27,564,463 25,490,973 Current 26,959,670 24,568,306 Non-current 604,793 922,667 Standby Equity Purchase Agreements On February 10, 2024, the Company entered into a Standby Equity Purchase Agreement (the “Original SEPA”) with YA II PN, Ltd. (“Yorkville”), a Cayman Islands exempt limited partnership that is an affiliate of Yorkville Advisors Global, LP, pursuant to which the Company had the right to sell to Yorkville up to $ 10.0 million (the “Original Commitment Amount”) of its ordinary shares, subject to certain limitations and conditions set forth in the Original SEPA, from time to time during the term thereof. Under the agreement, Yorkville agreed to advance to the Company $ 1.5 million in two tranches (the “Original Pre-Paid Advance”) in exchange for convertible promissory notes (the “Original Convertible Notes”). The first advance of $ 500,000 was disbursed on March 20, 2024 and the balance of $ 1.0 million was disbursed on April 23, 2024. The purchase price for the Pre-Paid Advance was 95 % of the principal amount thereof. The notes were not interest bearing and were repayable in March 2025. The Original Convertible Notes relating to the Pre-Paid Advance were recognized as a financial liability with two separate embedded derivatives. The embedded derivatives related to the conversion option and a floor price amortization event feature under which early repayment of the Original Convertible Notes was required subject to certain share price criteria being met. Between April 23, 2024 and June 13, 2024, Yorkville exercised its right to require the issuance and sale of a total of 906,219 ordinary shares in the Company. Following these issuances there were no Original Convertible Notes outstanding. On June 13, 2024 the Company directed Yorkville to purchase 84,690 ordinary shares. On July 11, 2024, the Company entered into a new Standby Equity Purchase Agreement (the “New SEPA”) with Yorkville, pursuant to which the Company has the right to sell to Yorkville up to $ 50 million (“the Commitment Amount”) of its ordinary shares, subject to certain limitations and conditions set forth in the New SEPA, from time to time during the term thereof. Under the new agreement, Yorkville agreed to advance to the Company $ 4.0 million in three tranches (the “New Pre-Paid Advance”) in exchange for convertible promissory notes (the “New Convertible Notes”). The first advance of $ 1.0 million was disbursed on July 11, 2024. The second advance of $ 1.0 million was disbursed on July 23, 2024. The balance of $ 2.0 million was disbursed on July 26, 2024. The purchase price for the Pre-Paid Advances was 95 % of the principal amount thereof. The notes are not interest bearing and are repayable in July 2025. The New Convertible Notes relating to the Pre-Paid Advance were recognized as a financial liability with embedded derivatives. The embedded derivatives related to the conversion option and a floor price amortization event feature under which early repayment of the New Convertible Notes is required subject to certain share price criteria being met. Between July 29, 2024 and September 16, 2024, Yorkville exercised its right to require the issuance and sale of a total of 145,197 ordinary shares in the Company. At September 30, 2024 there were outstanding New Convertible Notes with an aggregate principal amount of $ 2.1 million. Following repayment of the New Convertible Notes, or otherwise, subject to certain conditions and limitations, the Company has the right, but not the obligation, from time to time during the term of the New SEPA, to direct Yorkville to purchase specified numbers of Company shares, priced according to the New SEPA by delivering written notice to Yorkville. See Note 26 for further details. The following is a summary of the interest bearing loans and borrowings of the Group as at September 30, 2024 and September 30, 2023: Interest rate Maturity September 30, September 30, Current Bank loans 2.50 % Within one year 15,925 14,527 Promissory notes 0.00 % to 15.00 % Within one year 4,229,840 3,699,191 Convertible loan notes 0.00 % Within one year 2,100,000 — 6,345,765 3,713,718 Non-current Bank loans 2.50 % 2026 10,009 22,866 Promissory notes 15.00 % 2025 — 1,000,000 Promissory notes issued to related parties 15.00 % 2026 309,191 — 319,200 1,022,866 As at September 30, 2024 , 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, 2024 , total gains on revaluation of $ 360,375 ($ 2,039,723 for the year ended September 30, 2023) were recorded in relation to the warrants. See Notes 9 and 19. 23.3 Fair value The fair value of the derivatives embedded within the SEPA was measured using a Monte Carlo simulation. The table below presents the key inputs used in the model at September 30, 2024. Share price was measured using Level 1 inputs. Expected volatility was measured using Level 3 inputs based on the volatility of the share prices of a basket of comparable listed companies. Share price $ 3.08 Conversion price/floor price $ 1.87 Expected volatility 55.0 % Dividend yield 0.0 % Risk free interest rate 5.0 % Time to expiry 0.8 years Fair value $ 407,480 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 public warrants was measured using Level 1 inputs and the fair value of private placement warrants was measured using Level 3 inputs. 23.4 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. 23.5 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 356,292 136,659 5% weakening of GBP against USD ( 393,796 ) ( 151,044 ) 5% strengthening of EUR against USD — 46,481 5% weakening of EUR against USD — ( 51,374 ) 5% strengthening of THB against USD — ( 165,357 ) 5% weakening of THB against USD — 182,763 23.6 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 meaningful sales, the Group’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 equivalents with reputable banks that are perceived to have a low risk of failure. 23.7 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 15,925 10,603 — 26,528 Promissory notes 4,404,840 — — 4,404,840 Lease liabilities 93,924 284,165 120,364 498,453 Accounts payable and accrued liabilities 20,497,131 — — 20,497,131 25,011,820 294,768 120,364 25,426,952 |