Zapp Electric Vehicles Group Ltd 6-K, filed Sep 16, 2025
Zapp Electric Vehicles Group Ltd (ZAPPF)
About this 6-K
Zapp Electric Vehicles Group Ltd filed this 6-K on September 16, 2025.
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 September 2025
Commission File Number: 001-41693
Zapp Electric Vehicles Group Limited
c/o Zapp Electric Vehicles (Sales) Limited
Building 149 The Command Works
Bicester Heritage
Old Skimmingdish Lane
Bicester
Oxfordshire OX27 8FZ
United Kingdom
(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.
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Form 20-F ☒ |
Form 40-F ☐ |
EXPLANATORY NOTE
Zapp Electric Vehicles Group Limited (the “Company”) hereby furnishes the following documents: (i) a notice with respect to the Company’s annual general meeting of shareholders (the “Annual Meeting”) which will be held virtually at https://www.cstproxy.com/zappev/2025, on October 1, 2025, at 2 p.m. Greenwich Mean Time (10 a.m. U.S. Eastern Daylight Time); and (ii) a proxy card for use in connection with the Annual Meeting.
The notice is furnished with this report of foreign private issuer on Form 6-K (this “Form 6-K”) as Exhibit 99.1 and the proxy card is furnished with this Form 6-K as Exhibit 99.2 and is incorporated by reference herein.
On September 16, 2025, the Company also issued a press release to provide a business update and announce the date of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.3 to this Form 6-K and is incorporated by reference herein.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into Zapp Electric Vehicles Group Limited’s registration statements (i) on Form S-8 (File Number: 333-285730) and (ii) on Form F-3 (File Number: 333-285544), each as filed with the U.S. Securities and Exchange Commission and made a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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Exhibit |
Description of Exhibit |
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99.1 |
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| 99.2 | Proxy Card | |
| 99.3 | Press release issued by Zapp Electric Vehicles Group Limited, dated September 16, 2025. |
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: September 16, 2025 |
By: |
/s/ Jeremy North |
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Name: |
Jeremy North |
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Title: |
President |
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Exhibit 99.1
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON OCTOBER 1, 2025
Dear Shareholder,
You are cordially invited to attend the rescheduled 2025 Annual General Meeting of Shareholders of Zapp Electric Vehicles Group Limited (“Zapp” or the “Company”), which will be held virtually on October 1, 2025, at 2 p.m. Greenwich Mean Time (10 a.m. U.S. Eastern Daylight Time), as follows:
Meeting webpage: https://www.cstproxy.com/zappev/2025
Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5898309#
We hope you will be able to attend.
At the meeting, you will be asked to consider and approve the proposals set forth below:
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1. |
As an ordinary resolution, to approve an increase of the Company’s authorised share capital, to be effective on a date to be determined by the Company's Board of Directors, from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each, to $500,000 divided into 250,000,000 ordinary shares having a nominal or par value of $0.002 each (the “Share Capital Increase”), having the rights and subject to the restrictions set out in the Amended and Restated Memorandum and Articles of Association adopted April 11, 2024 or as proposed to the adopted pursuant to Proposal 2 below. |
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2. |
As a special resolution, that the existing Memorandum and Articles of Association of the Company adopted April 11, 2024 be replaced in their entirety with a new Memorandum and Articles of Association, reflecting the proposed Share Capital Increase, once approved. |
You may also be asked to consider and transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. As of the date of this letter, we have not received notice of any other matters that may be properly presented at the annual meeting.
Our Board of Directors unanimously recommends a vote “FOR” each of Proposal 1 and Proposal 2 above.
The Board of Directors of the Company has fixed September 12, 2025 as the record date for determining the shareholders of record entitled to receive notice of, attend, and vote at the meeting or any adjournment or postponement thereof.
[INTENTIONALLY BLANK]
Whether or not you plan to attend the virtual annual meeting, and regardless of the number of shares of Zapp that you own, it is important that your shares be represented at the annual meeting. You may cast your vote by completing the enclosed proxy card and returning it by mail or by utilizing the telephone or Internet voting systems described on the proxy card.
Thank you for your ongoing support of Zapp.
Sincerely,
/s/
Anthony Posawatz
Chairman of the Board of Directors
September 15, 2025
Exhibit 99.2
Exhibit 99.3
Zapp EV Provides Business Update and Sets Date of Annual Meeting
Zapp i300 Oxford Street Edition set for UK deliveries in coming months
Expanding product lineup will target high-growth segments
LONDON, September 16, 2025 – Zapp Electric Vehicles Group Limited (OTCQB: ZAPPF) (“Zapp EV” or the “Company”), owner of “Zapp”, the British electric vehicle brand on a mission to electrify personal urban mobility, today announced the annual general meeting of shareholders (the “Annual Meeting”) will take place on October 1, 2025 at 2 p.m. Greenwich Mean Time (10 a.m. Eastern Daylight Time).
Ahead of the Annual Meeting, the Company provided an update on its business. Highlights included:
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Steps to reboot Zapp under new management |
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Initial production run of the Zapp i300 Oxford Street Edition in the UK |
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Focus on experiential marketing to drive demand |
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Plans to expand Zapp's product lineup into additional high-growth segments |
The business update is available on the Zapp Investor Relations website:
https://ir.zappev.com/news-events/presentations
David McIntyre, Chief Executive Officer of Zapp EV, said: “This is a new Zapp under new management, and together we are working as a team to get bikes on the road and realise Zapp’s full potential. Our immediate focus is on building and selling our limited production run of i300 Oxford Street Edition. Beyond that, Zapp plans to expand its product lineup, providing a wider range of options to more customers in additional high-growth segments. At the same time, we will continue to improve i300 so that we meet the demands of these different market segments. We believe this will create a balanced product portfolio optimised for growth in both Europe and Asia.”
How to vote at the Annual Meeting
Shareholders as of the Annual Meeting’s record date, September 12, 2025, are entitled to vote at the Annual Meeting, but are encouraged to vote their proxy beforehand. Zapp’s Board of Directors urges all shareholders to vote “FOR” all proposals. Please vote your shares “FOR” the proposals today by responding to the proxy materials that were sent to all shareholders as at the record date. The Notice of Annual General Meeting, Proxy Card and the Company’s most recent Annual Report on Form 20-F are available at https://www.cstproxy.com/zappev/2025/.
About Zapp EV
Zapp EV (OTCQB: ZAPPF) is on a mission to electrify personal urban mobility. Our two-wheelers blend modern design with optimised performance, and a British edge. The debut model, i300, delivers big-bike attitude in a sleek step-through form, with removable batteries that can be charged from standard electrical outlets. Order directly at www.zappev.com or through our growing retailer network for an experience that is simple and unapologetically Zapp. Zapp is a registered trademark of Zapp Electric Vehicles Limited in the United Kingdom and other countries.
Zapp Investor Relations Contact:
Mark Kobal
Head of Investor Relations
ir@zappuk.com
Zapp Media Relations Contact:
pr@zappuk.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (or the “Exchange Act”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “budget,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are not historical facts but rather are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events and results to differ materially from those expressed or implied by the forward-looking statements in this document, including but not limited to various general and specific risks and uncertainties associated with the Company's business and finances in general.
Readers should review and carefully consider the risks and uncertainties described in the “Risk Factors” section of Zapp EV's annual report on Form 20-F (File No. 001-41693), which is incorporated herein by reference, and other documents the Company files with or furnishes to the U.S. Securities and Exchange Commission from time to time. These filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied by the forward-looking statements herein. The forward-looking statements herein represent the Company’s views as of the date of this document. Subsequent events and developments may cause these views to change. Readers are cautioned not to place undue reliance on the forward-looking statements herein, all of which are qualified by the foregoing cautionary statements. Except as required by applicable law, Zapp assumes no obligation and does not intend to update or revise the forward-looking statements herein, whether as a result of new information, future events, or otherwise. Zapp does not give any assurance that it will achieve its expectations. The inclusion of any statement in this document does not constitute an admission by Zapp or any other person that the events or circumstances described in any such statements are material.