Zapp EV Announces Reverse Stock Split
16 April 2024 - 10:01PM
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.
About Zapp EV
Zapp EV (Nasdaq: ZAPP) and its operating
subsidiaries are run by a team of experts from the mobility
industry, on a mission to redefine the electric two-wheeler
segment. Zapp's debut product, the i300, is an urban electric
high-performance two-wheeler capable of traditional motorcycle
levels of performance in a step-through format, combining ease of
use with exhilaration and fun. The i300 is the first in a suite of
high-performance electric two-wheelers that Zapp plans to bring to
market. Zapp will offer a high-quality direct-to-customer
experience known as DSDTC (drop-ship-direct-to-customer). Customers
ordering the i300 online will have their bikes conveniently
delivered to their home by authorised “Zappers,” who will provide
at-home inspection, service and support throughout the vehicle
ownership lifecycle. Zapp is a registered trademark of Zapp
Electric Vehicles Limited in the United Kingdom and other
countries. For more information, visit www.zappev.com.
Zapp Investor Relations
Contact:
Mark KobalHead of Investor
Relationsir@zappev.com
Zapp Media Relations
Contact:pr@zappev.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.
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