Zapp EV Announces Reverse Stock Split

LONDON, April 16, 2024 (GLOBE NEWSWIRE) -- Zapp Electric Vehicles Group Limited (Nasdaq: ZAPP) (“Zapp EV” or the “Company”), owner of “Zapp”, the British electric vehicle brand on a mission to revolutionize personal urban mobility, today announced that its shareholders approved at the Company’s annual general meeting on April 11, 2024, and that the Company will effect, a consolidation of its authorized share capital at a ratio of 1-for-20 (the “Reverse Stock Split”), in order that the share capital of the Company be amended from US$50,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.0001 to US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 (the latter, the “New Ordinary Shares”).

The Reverse Stock Split will be effective at 4:01 p.m. (EDT) on Monday, April 22, 2024, and the Company’s ordinary shares will begin trading on a split-adjusted basis when the Nasdaq Global Market (“Nasdaq”) opens for trading on Tuesday, April 23, 2024.  The ordinary shares will continue to trade on Nasdaq under the trading symbol “ZAPP”, but will trade under new CUSIP number G9889X 123.

As a result of the Reverse Stock Split, every 20 ordinary shares issued and outstanding as of the effective date will be automatically combined into one New Ordinary Share. No fractional shares will be issued as a result of the Reverse Stock Split. Where shareholders would otherwise be entitled to fractional shares as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by 20, such shareholders will automatically be entitled to an additional fraction of a share to round up to the next whole New Ordinary Share. The reverse split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s equity capital, except to the extent certain shareholders receive an additional fraction of a share due to the rounding up described above.

The Company will proportionately adjust the terms of outstanding warrants, equity-based awards and other outstanding equity rights, including 26,437,500 warrants originally issued in the business combination with CIIG Capital Partners II, Inc. (the “Public Warrants”). Accordingly, the number of shares issuable upon exercise of the Public Warrants will be reduced at a ratio of 1-for-20, so that every twenty Public Warrants will entitle a holder to purchase one New Ordinary Share. The exercise price of the Public Warrants will increase accordingly from $11.50 per share to $230.00 per New Ordinary Share.