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 June 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.

EXPLANATORY NOTE

On June 25, 2025, Zapp Electric Vehicles Group Limited issued a press release announcing certain financial and other results for the six months ended March 31, 2025. The Unaudited Condensed Consolidated Interim Financial Statements and Management Discussion and Analysis of the same, along with a copy of the press release are furnished as Exhibits 99.1, 99.2 and 99.3 to this Report on Form 6-K and are 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and Exchange Commission and made a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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

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.

Exhibit 99.1

ZAPP ELECTRIC VEHICLES GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2025

INDEX TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended March 31, 2025

The notes on pages 8 to 20 form part of these financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of March 31, 2025

The notes on pages 8 to 20 form part of these financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the six months ended March 31, 2025

The notes on pages 8 to 20 form part of these financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the six months ended March 31, 2024

The notes on pages 8 to 20 form part of these financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended March 31, 2025

The notes on pages 8 to 20 form part of these financial statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended March 31, 2025

1.    Reporting entity

Zapp Electric Vehicles Group Ltd. (the “Company” or “Zapp EV”) is an exempted limited company incorporated under the laws of the Cayman Islands on November 15, 2022. The Company’s registered office is at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The Group’s principal activity is the design, development and delivery of electric vehicles.

The financial statements incorporate the accounts of the Company and entities controlled by the Company (“its subsidiaries”), including by contractual agreement. The term “Group” means Zapp Electric Vehicles Group Ltd. and its subsidiaries.

The Business Combination

On April 28, 2023, the Company consummated the business combination contemplated by the Agreement and Plan of Merger, dated as of November 22, 2022 (the “Merger Agreement”), by and among Zapp EV, CIIG Capital Partners II, Inc. (“CIIG II”), Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales (“Zapp UK”) and Zapp Electric Vehicles, Inc., a Delaware corporation and direct wholly owned subsidiary of Zapp EV (“Merger Sub”).

The Merger Agreement provided that the parties thereto would enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) the shareholders of Zapp UK transferred their respective ordinary shares of Zapp UK to Zapp EV in exchange for ordinary shares of Zapp EV (“Ordinary Shares”, and such exchange, the “Company Exchange”); and (ii) immediately following the Company Exchange, Merger Sub merged with and into CIIG II, with CIIG II being the surviving corporation in the merger (the “Merger”), and each outstanding share of common stock of CIIG II (other than certain excluded shares) would convert into the right to receive one Ordinary Share.

Upon the consummation of the Business Combination: (i) the shareholders of Zapp UK transferred their respective ordinary shares of Zapp UK to Zapp EV in exchange for Ordinary Shares pursuant to the Company Exchange, (ii) Zapp UK’s senior unsecured convertible loan notes due 2025 (the “Zapp UK Convertible Loan Notes”) were automatically redeemed at the principal amount by conversion into ordinary shares of Zapp UK, which were then transferred to Zapp EV in exchange for Ordinary Shares; (iii) all Zapp UK options, whether vested or unvested, were released and cancelled by holders of Zapp UK options in exchange for options to purchase Ordinary Shares (“Zapp EV Exchange Options”); (iv) the Zapp UK warrants issued to Michael Joseph to purchase ordinary shares of Zapp UK ceased to be warrants with respect to ordinary shares of Zapp UK and were assumed by Zapp EV and converted into fully vested warrants to purchase Ordinary Shares (“Zapp EV Exchange Warrants”); (v) all shares of CIIG II Class A common stock, par value $0.0001 per share, and CIIG II Class B common stock, par value $0.0001 per share, were cancelled and automatically deemed to represent the right to receive Ordinary Shares; and (vi) each CIIG II warrant was modified to provide that such warrant no longer entitles the holder thereof to purchase the number of shares of CIIG II’s common stock set forth therein and in substitution thereof such warrant would entitle the holder to acquire the same number of Ordinary Shares per warrant on the same terms (“Zapp EV Public Warrants”). The terms of the Zapp EV Public Warrants were subsequently modified following the Reverse Stock Split that took effect on April 23, 2024.

As the Company Exchange constituted a common control transaction, the consolidated financial statements are prepared as a continuation of the financial statements of Zapp UK, the accounting acquirer, with a recapitalization to reflect the capital structure of Zapp EV.

As CIIG II did not constitute a business under the definitions of IFRS 3 Business Combinations, the Merger was classified as a reverse acquisition and fell within the scope of IFRS 2 Share-based payment, with the issuance of shares to legacy CIIG II shareholders being treated as a share-based payment in exchange for the acquisition of the net assets of CIIG II by Zapp EV.

1.    Reporting entity (continued)

Agreements Restructuring the Ownership of Zapp Scooters (Thailand) Company Limited (“ZTH”)

On December 11, 2024, in order to pursue attractive financing opportunities available in Thailand to certain majority-Thai-owned businesses, the Company restructured the ownership of its indirect subsidiary ZTH, in order that ZTH could qualify as such a majority-Thai-owned business. The restructuring entailed: (i) the transfer of 51% of the equity capital of ZTH from its direct parent Zapp UK to Company founder Swin Chatsuwan pursuant to a share transfer agreement providing for the payment of agreed consideration; (ii) the concurrent execution of an intercompany agreement between ZEV and ZTH; and (iii) the concurrent execution of a shareholders agreement between ZEV and Mr. Chatsuwan. Under these agreements, Zapp UK, as directed by the Company, is entitled to maintain financial and operational control over ZTH’s business notwithstanding Mr. Chatsuwan’s majority ownership. See Note 18 for further details surrounding the operations of ZTH.

2.    Basis of preparation

The unaudited condensed consolidated interim financial statements for the six months ended March 31, 2025 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). The unaudited condensed consolidated interim financial statements do not include all the information and disclosures required in the annual consolidated financial statements. Accordingly, this report should be read in conjunction with the Group’s annual report on Form 20-F for the year ended September 30, 2024 filed with the Securities and Exchange Commission on January 30, 2025. Our significant accounting policies have not changed since September 30, 2024.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring items and changes in International Financial Reporting Standards, necessary for their fair presentation in conformity with IFRS for complete financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

2.1.    Going concern

The unaudited condensed consolidated financial statements for the six months ended March 31, 2025 have been prepared on a going concern basis.

The Company had an accumulated deficit at March 31, 2025, and has recorded net losses and net cash used in operating activities since incorporation. As of that date, we had cash and cash equivalents of $1.1 million while our trade and other payables amounted to $21.7 million as we had agreed with certain key suppliers, most notably a number of professional services firms that provided services related to the Business Combination, to delay the settlement of payment obligations. The Company has made limited sales to date and is attempting to commence operations and generate revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations until that point. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company entered into an At-The-Market (ATM”) financing facility in the amount of $3.0 million with H.C. Wainwright & Co., LLC on March 3, 2025 (see Note 12) which was utilized in April and May 2025. Substantially all of these proceeds remain available to provide liquidity to fund the Company’s operations as of the date of release of these unaudited condensed consolidated interim financial statements.

The Company has access to up to $42.4 million of liquidity through the Standby Equity Purchase Agreement with an affiliate of Yorkville Advisors Global, LP (see Note 12). The Company raised $1.0 million between April 2025 and the date of release of these unaudited condensed consolidated interim financial statements pursuant to the SEPA (see Note 18).

We intend to seek further extensions to our obligations by assent of our suppliers and to raise up to $5.0 million of additional funds by way of private or public offerings of securities.

We believe that all such funds, taken together, will be sufficient to provide the Company with the liquidity required to commence production of the i300 at scale and launch commercially in Europe.

2.1.    Going concern (continued)

Management’s plans to alleviate the conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern cannot be guaranteed or are not entirely within the Company’s control and therefore cannot be considered probable. While we believe in the viability of our strategy to commence operations and raise additional funds, if these actions are not successful or we are unable to obtain further extensions of our obligations to our suppliers, we will not have sufficient liquidity to continue to fund our operations by the end of 2025.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.2.    New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended September 30, 2024, except for the adoption of new standards effective for accounting periods starting after October 1, 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments apply for the first time in the period, however none of these amendments has an impact on the unaudited condensed consolidated interim financial statements of the Group.

3.    Finance income and expenses

Finance income and expenses comprised the following for the six months ended March 31, 2025 and March 31, 2024:

Finance income represents interest income. Finance expense consists primarily of interest on the convertible promissory notes due under the SEPA (see Note 12) and the unwinding of discounting on leases and other financial liabilities (see Note 13).

4.    Other expense

Other expense comprised the following for the six months ended March 31, 2025 and March 31, 2024:

For the six months ended March 31, 2025, the fair value movements included gains of $31,232 (2024: $353,168) on the revaluation of warrants accounted for as a financial liability (see Note 16) and losses of $249,664 (2024: gains of $33,000) on the revaluation of embedded derivative liabilities within the convertible loan notes (see Note 12).

5.    Taxation

The Company recognized a taxation charge of $858,583 for the six months ended March 31, 2025 despite recording a pre-tax loss from operations. This reflects the recognition of additional U.S. federal income tax liabilities of the Company’s U.S. subsidiary, CIIG II, following finalization of that entity’s federal income tax return for the twelve months ended December 31, 2023.

6.    Earnings per share

The following table sets forth the computation of basic and diluted loss per share for the six months ended March 31, 2025 and March 31, 2024:

As the Group incurred net losses for the six months ended March 31, 2025 and March 31, 2024, basic loss per share was the same as diluted loss per share in each period.

The following weighted-average effects of potentially dilutive outstanding ordinary share awards, including share options, warrants, management earnout shares and sponsor earnout shares, were excluded from the computation of diluted loss per share because their effects would have been anti-dilutive for the six months ended March 31, 2025 and March 31, 2024:

7.    Property, plant and equipment

8.    Intangible assets

Capitalized development costs represent the cost of prototype vehicles and other components based on contractual terms. The development costs are being amortized over a useful life of 10 years; as at March 31, 2025 the remaining useful life was 5.5 years.

9.    Inventory

Inventory comprised the following at March 31, 2025 and September 30, 2024:

10.    Trade and other receivables

Trade and other receivables comprised the following at March 31, 2025 and September 30, 2024:

11.    Trade and other payables

Trade and other payables comprised the following at March 31, 2025 and September 30, 2024:

At March 31, 2025, accounts payable and accrued liabilities include $17,937,955 (September 30, 2024 - $17,960,374) that remains payable in respect of professional fees and excise taxes in connection with the Business Combination.

12.    Loans and borrowings

Details of loans and borrowings outstanding as of September 30, 2024 are set out in Note 19 to the financial statements included in the Group's annual report on Form 20-F for the year ended September 30, 2024. Movements since October 1, 2024 are summarized below:

SEPA

On July 11, 2024, the Company entered into a Standby Equity Purchase Agreement (the “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 has the right to sell to Yorkville up to $50.0 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, Yorkville agreed to advance to the Company $4.0 million in three tranches (the “Pre-Paid Advance”) in exchange for convertible promissory notes (the “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 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 Convertible Notes is required subject to certain share price criteria being met.

Between July 29, 2024 and March 31, 2025, Yorkville exercised its right to require the issuance and sale of a total of 1,346,404 Ordinary Shares, and at March 31, 2025, there were outstanding Convertible Notes in an aggregate principal amount of $500,000 outstanding. Between April 1, 2025 and the date of release of these unaudited condensed consolidated interim financial statements, Yorkville exercised its right to require the issuance of a total of 1,103,342 Ordinary Shares. As of the date of release of these unaudited condensed consolidated interim financial statements, there were no Convertible Notes outstanding. See Note 18 for further details.

Between December 20, 2024 and March 31, 2025, the Company directed Yorkville to purchase 2,161,681 Ordinary Shares pursuant to the SEPA, receiving net cash proceeds of approximately $2.7 million. Between April 1, 2025 and the date of release of these unaudited condensed consolidated interim financial statements, the Company directed Yorkville to purchase a further 2,593,315 Ordinary Shares pursuant to the SEPA, receiving net cash proceeds of approximately $1.0 million.

Following repayment of the Convertible Notes, subject to certain conditions and limitations, the Company has the right, but not the obligation, from time to time during the term of the SEPA, to direct Yorkville to purchase specified numbers of Ordinary Shares, priced according to the SEPA by delivering written notice to Yorkville.

12.    Loans and borrowings (continued)

ATM

On March 3, 2025, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright, ordinary shares, $0.002 par value per share (the “Shares”), for aggregate gross proceeds of up to $3,000,000 (the “ATM Offering”). The offer and sale of the Shares will be made pursuant to a registration statement on a Form F-3, as amended, originally filed with the SEC on March 3, 2025 and declared effective on March 27, 2025, and the related prospectus contained therein (the “Registration Statement”), as supplemented by a prospectus supplement relating to the ATM Offering.

Pursuant to the Sales Agreement, Wainwright may sell the Shares in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market or any other method permitted by law. If agreed to in a separate terms agreement, the Company may sell the Shares to Wainwright as principal, at a purchase price agreed upon by Wainwright and the Company. Wainwright may also sell the Shares in negotiated transactions with the Company’s prior approval. The offer and sale of the Shares pursuant to the ATM Offering will terminate upon the earlier of (a) the sale of the Shares pursuant to the prospectus supplement filed with the SEC having an aggregate sales price of $3,000,000, or (b) the termination of the Sales Agreement by Wainwright or the Company pursuant to its terms. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement.

See Note 18 for further details.

13.    Leases

The Group has entered into lease contracts for its offices, delivery vans and staff motor vehicles. The Group’s obligations under its leases are secured either by the lessor’s title to the leased assets or by a collateral pledge over the lease assets.

The carrying amounts and movement in the right-of-use assets are set out below:

13.    Leases (continued)

The carrying amounts and movement in the lease liabilities are set out below:

The following are the amounts recognized in profit or loss in respect of the lease agreements:

14.    Share capital

At March 31, 2025 the authorized share capital of the Company was US$50,000 divided into 25,000,000 ordinary shares of $0.002 each.

Holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

Movements in the Company’s share capital during the six months ended March 31, 2025 were as follows:

As of March 31, 2025, 26,437,500 warrants to acquire the Company’s ordinary shares were outstanding. Each warrant can be converted into the right to be issued with 1/20th of an Ordinary Share, and so twenty warrants must be exercised to purchase one Ordinary Share; only whole warrants are exercisable. The effective exercise price of twenty warrants is $230.00, and the warrants are exercisable until April 28, 2028, or earlier upon redemption or liquidation. Until warrant holders acquire the Ordinary Shares upon exercise of such warrants, they have no rights in respect of such Ordinary Shares.

15.    Share-based payments

There have been no changes to the Group’s share-based payment arrangements from those described in the Group’s annual report for the year ended September 30, 2024.

The Group recognized a share-based payment charge for the period as follows:

No share options, share awards or RSUs were granted during the six months ended March 31, 2025.

Movements in equity instruments during the period

The following reconciles the outstanding share options, earnout shares, share awards to be issued and restricted stock units at the beginning and end of the period:

As at March 31, 2025, 113,155 of the informal share options were vested. 51,323 of the share options outstanding as at March 31, 2025 were exercisable at a price of $0.00045 per share, 56,179 were exercisable at a price of $15.69 per share, and 5,653 were exercisable at a price of $42.60 per share.

The following table presents key terms in relation to the informal share option arrangements:

Movements in non-vested shares under informal share option arrangements were as follows:

16.    Financial instruments

16.1.    Financial assets

Financial assets, other than cash and short-term deposits, comprised the following at March 31, 2025 and September 30, 2024:

16.2.    Financial liabilities

Financial liabilities comprised the following at March 31, 2025 and September 30, 2024:

16.    Financial instruments (continued)

The following is a summary of the loans and borrowings of the Group as at March 31, 2025 and September 30, 2024:

As at March 31, 2025, 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 six months ended March 31, 2025, total gains on revaluation of $31,232 were recorded in relation to the warrants.

16.3.    Fair value

Management has 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 other receivables and trade and other payables has been measured using Level 3 valuation inputs.

The fair value of public warrants and embedded derivatives within convertible loan notes were measured using Level 1 inputs and the fair value of private placement warrants was measured using Level 3 inputs.

17.    Contingencies

Litigation

Group companies are or may be from time to time party to legal proceedings, arbitrations and regulatory proceedings arising in the normal course of our business operations, including the matter described below. We evaluate developments in such matters and provide accruals for such matters, as appropriate. In making such decisions, we consider the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of a loss. An unfavorable outcome in any such proceedings, if material, could have an adverse effect on our business or consolidated financial statements.

18.    Subsequent events

Actions pursuant to the SEPA

Between April 1, 2025 and the date of release of these unaudited condensed consolidated interim financial statements, Yorkville exercised its right under the SEPA to require the issuance and sale of a total of 1,103,342 Ordinary Shares. At the date of release of these unaudited condensed consolidated interim financial statements, there were no outstanding Convertible Notes.

Between April 1, 2025 and the date of release of these unaudited condensed consolidated interim financial statements, the Company directed Yorkville to purchase 2,595,315 Ordinary Shares pursuant to the SEPA. The Company received net cash proceeds of $1.0 million from the sale of such shares to Yorkville.

At the market share issuances

Between April 1, 2025 and the date of release of these unaudited condensed consolidated interim financial statements, the Company issued a total of 5,459,143 Ordinary Shares in ‘at the market’ share issuances. The Company received net cash proceeds of $2.9 million from the issuance of such shares.

Loss of operational control of ZTH

On May 2, 2025, the Company’s directors informed Chief Executive Officer Swin Chatsuwan that the board had lost confidence in him, had voted to place him on a leave of absence pending further action by the board, and had appointed David McIntyre, previously the Company’s Chief Operating Officer, as Acting Chief Executive Officer. On or about May 5, 2025, the Company lost operational control of its indirect subsidiary ZTH, when it became clear that Mr. Chatsuwan was intent on exercising continued control over ZTH in breach of his fiduciary duties to the Company and in breach of the December 11, 2024 Shareholders Agreement between himself and Zapp UK, referenced above. In the ensuing weeks, it became clear that Chief Brand Officer Belinda Vinke, Chief Strategy Officer Kiattipong Arrtachariya and Chief Design Officer Warin Thanawathee were acting in concert with Chatsuwan to defy the Company’s board, in breach of their duties to the Company.  Following prolonged, unsuccessful efforts by the Company's board and other executives to secure their renewed cooperation, the board voted unanimously on June 2, 2025 to terminate for cause Chatsuwan, Vinke, Arrtichariya and Thanawathee and to confirm the appointment of David McIntyre as the Company's Chief Executive Officer.

As a result of these developments, the Company ceased to consolidate ZTH from May 5, 2025 and is pursuing all legal remedies available to it to seek redress from the four executives and regain operational control over ZTH.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of the Company’s results of operations and financial condition.

This discussion and analysis should be read together with the unaudited condensed consolidated interim financial statements and related notes that are included elsewhere in this 6-K.

Unless otherwise stated, the information included in this section is based on the unaudited condensed consolidated interim financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. GAAP.

In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3.D - Risk Factors” included in our Annual Report on Form 20-F, filed with the SEC on January 30, 2025, which is available on the SEC’s website at www.sec.gov and on the SEC Filings section of the Investors section of our website at: https://ir.zappev.com/financials-filings/sec-filings.

A discussion regarding our financial condition and results of operation for the six months ended March 31, 2025, compared to the six months ended March 31, 2024, is presented below. A discussion regarding our financial condition and results of operations for fiscal year ended September 30, 2024, compared to the fiscal year ended September 30, 2023, unless otherwise noted, can be found in our Annual Report on Form 20-F, filed with the SEC on January 30, 2025.

Certain figures, such as interest rates and other percentages included in this section, have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in the audited consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Cautionary Note Regarding Forward-Looking Statements

This discussion 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 our 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.

Overview

We aim to redefine urban mobility with our high-performance electric powered two wheel (“EVP2W”) vehicles. Our vehicles combine the convenience and ease-of-use of a “step-through” form factor, with specifications and performance attributes usually associated with larger “step-over” models. Our proprietary exoskeleton architecture creates a brand DNA that we believe is easily identifiable by consumers. Our first product, the i300, has won multiple international design awards, including the iF DESIGN AWARD, Red Dot Design Award, American Good Design® Award, German Design Award, European Product Design Award, Australian Good Design Award, Korean Good Design Award, Muse Design Award, and the A’ Design Award. Furthermore, the exoskeleton provides significant performance benefits by lowering the center of gravity and overall weight of the vehicle relative to many key competitors’ products.

The design of our i300 vehicle is further enhanced by our use of premium motorcycle components. The i300’s product positioning and differentiation includes outstanding acceleration times of 0-30 mph in 2.3 seconds and 0-50 mph in 5.0 seconds as well as compact dimensions, offering greater urban agility and recognizable premium suspension and braking components. These product attributes allow us to position ourselves as a premium British brand worldwide at a competitive price point.

We utilize an asset-light and capital efficient business model. Due to the low component architecture of the vehicle, which also results in fewer steps in product assembly, a micro-factory can deliver up to 20,000 units per year from approximately 12,000 square feet of space. This micro-factory system was designed to be replicated in regions with high demand for EVP2Ws, including the India subcontinent, and can subsequently be transferred to a contract manufacturer to operate according to our specifications.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for each of the periods presented.

Revenue and Cost of Sales

We anticipate the commencement of sales and deliveries in fiscal year 2026. We expect that most of our revenue will be derived from the direct sale of our vehicles and thereafter will also include other related products and services.

Selling and distribution expenses

Selling and distribution expenses consist of marketing and advertising expenses and import costs.

Selling and distribution expenses for the six months ended March 31, 2025 were $0.2 million, a decrease of approximately 19% from the six months ended March 31, 2024. The decrease is primarily due to a reduction in marketing spending as the commercial launch of i300 was delayed.

We expect our selling and distribution expenses to increase for the foreseeable future as we invest to support the growth of the business and the commercial launch of i300.

General and administrative expenses

General and administrative expenses consist of personnel-related expenses, expenses for third party professional services, including legal and audit and advisory services and general office-related costs as well as depreciation and amortization. Personnel-related expenses include salaries, benefits, travel expenses and share-based payment costs.

General and administrative expenses for the six months ended March 31, 2025 were $2.6 million, a decrease of $0.4 million, or 12% from the six months ended March 31, 2024. The decrease is primarily due to a reduction in professional fees resulting from a reduced requirement for legal advisory services during the period.

We expect underlying general and administrative expenses to increase for a number of years as we scale up production and operations. We will increase headcount, hiring additional engineers, designers and non-operational staff to invest in new vehicle model designs and development of technology in order to drive the growth of the business. We will also incur additional costs as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services.

Operating loss

As a result of the foregoing, we recorded an operating loss of $2.7 million, a decrease of $0.4 million, or 13% from the six months ended March 31, 2024.

Finance income

Finance income consists primarily of interest income on cash deposits and was not material in either period. We do not anticipate generating significant amounts of finance income for the foreseeable future as we intend to invest cash generated from operations in expanding the business.

Finance expense

Finance expense consists primarily of interest calculated on convertible loan notes and promissory notes and the unwind of discounting on leases and other financial liabilities.

Finance expense for the six months ended March 31, 2025 was $0.3 million, an increase of $0.1 million, or 57% from the six months ended March 31, 2024. The increase reflected the increased borrowing during the year resulting from the convertible notes issued in relation to the SEPAs and certain promissory notes issued in 2024.

Other expense 

Other expense consists primarily of movements in the fair value of derivative financial assets and liabilities and foreign currency gains and losses.

Other expense for the six months ended March 31, 2025 was $0.4 million, a decrease of $1.3 million, or 75% from the six months ended March 31, 2024. The decrease was primarily attributable to a reduction in unrealised losses on derivatives.

Loss for the year

As a result of the foregoing, we recorded a loss before tax of $3.5 million, a decrease of $1.6 million, or 31% from the six months ended March 31, 2024.

Liquidity and Capital Resources

Our primary liquidity requirements are to fund the rollout of our products, to service our debt and to fund other general corporate purposes. Our ability to generate cash from our operations depends on our future operating performance, which is dependent, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, as well as other factors including those discussed in this section and the section titled "Item 3D. Key information - Risk Factors" in our annual report on Form 20-F (File No. 001-41693). We expect to finance our operations and working capital requirements for the next 12 months from a combination of the issuance of securities, borrowings, cash generated through operations following our commercial rollout and a continued delay in settling payment obligations to a number of suppliers related to the Business Combination.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our Ordinary Shares. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Cash Flows

The following table sets forth a summary of our consolidated statement of cash flows for each of the periods presented.

Net cash used in operating activities

We had negative cash flow from operating activities during each of the six months ended March 31, 2025 and March 31, 2024. Our cash flows used in operating activities to date have primarily consisted of costs related to development of our products, payroll and professional advisory fees.

Net cash used in operating activities for the six months ended March 31, 2025 was $2.7 million compared to $1.5 million for the six months ended March 31, 2024. The increase primarily reflected additional spending on inventory.

Net cash used in investing activities

Our cash flows used in investing activities to date have primarily consisted of costs related to the acquisition of property, plant and equipment and intangible assets. They were not significant in either period.

Net cash from financing activities

Our cash flows from financing activities to date have primarily consisted of proceeds from share issuances and the receipt of debt funding, along with costs associated with the Business Combination.

Net cash from financing activities for the six months ended March 31, 2025 was $2.4 million, reflecting net proceeds from the issuance of shares of $2.5 million, offset by loan repayments and interest payments totalling $0.1 million.

Net cash from financing activities for the six months ended March 31, 2024 was $1.2 million, reflecting $0.7 million of loan funding and $0.6 million net proceeds from the issuance of shares offset by the payment of lease liabilities and interest paid of $0.1 million.

Contractual obligations and commitments

The following table sets forth a summary of our undiscounted contractual obligations and other commitments at March 31, 2025.

Bank loans

We entered into a loan agreement for an amount of £50,000 in May 2020 with an interest rate of 2.5% per annum. As at March 31, 2025, £13,653 (approximately $17,637) was drawn down under such loan agreement, which we had utilized for general corporate purposes. Such amounts are repayable in monthly instalments until May 2026.

Promissory notes

On April 14, 2023, we issued a promissory note with a value of $1.0 million which bears interest at a rate of 15.0% per annum. This amount was repayable in April 2025 and remains outstanding at the date of this report.

In connection with the Business Combination, we assumed certain promissory notes. As at March 31, 2025, $3.3 million was outstanding under these promissory notes, of which approximately $0.6 million bear interest at a rate of 15.0% per annum and approximately $2.7 million are interest-free. The notes were repayable in April 2024 and remain outstanding at the date of this report.

On January 12, 2024, Zapp Scooters (Thailand) Company Limited issued a promissory note to Patchara Rattakul, a director of the Company, with a value of THB 10.0 million (approximately $287,000 at that date) which bears interest at a rate of 15.0% per annum and is repayable in January 2026.

The contractual obligations and commitments above include $0.3 million payable in interest over the remaining life of the promissory notes.

Transaction liabilities

Included within trade payables and accruals at March 31, 2025 is $18.0 million owed to certain suppliers of professional services in relation to the Business Combination which are all due for payment.

Capital Expenditures

In the year ending September 30, 2025, we do not expect to incur significant capital expenditures. Due to the low component architecture of the vehicle, which also results in fewer steps in product assembly, a micro-factory can deliver up to 20,000 units per year from approximately 12,000 square feet of space. This micro-factory system was designed to be replicated in regions with high demand for EVP2Ws, including the India subcontinent, and can subsequently be transferred to a contract manufacturer to operate according to our specifications. While this arrangement does not require us to invest a significant amount in capital expenditures, we do anticipate some investment required for these facilities as well as leasehold improvements at targeted pop up and permanent store locations to facilitate the marketing and sale of the Company’s products.

Research and Development, Patents and Licenses

We have made, and will continue to make, investments in research and development and technology as we expand our line of vehicles and enhance our customer experience. We review and target our research and development activities on an ongoing basis based on the needs of our business. For further detail regarding our research and development costs, please see the section of our annual report on Form 20-F (File No. 001-41693) entitled “Item 4.B. Business Overview” as well as “Note 14 – Intangible assets to our audited consolidated financial statements included in Item 18 – Financial Statements.”

Trend Information

On May 2, 2025, the Company’s directors informed Chief Executive Officer Swin Chatsuwan that the board had lost confidence in him, had voted to place him on a leave of absence pending further action by the board, and had appointed David McIntyre, previously the Company’s Chief Operating Officer, as Acting Chief Executive Officer. On or about May 5, 2025, the Company lost operational control of its indirect subsidiary ZTH, when it became clear that Mr. Chatsuwan was intent on exercising continued control over ZTH in breach of his fiduciary duties to the Company and in breach of the December 11, 2024 Shareholders Agreement between himself and Zapp UK. In the ensuing weeks, it became clear that Chief Brand Officer Belinda Vinke, Chief Strategy Officer Kiattipong Arrtachariya and Chief Design Officer Warin Thanawathee were acting in concert with Chatsuwan to defy the Company’s board, in breach of their duties to the Company.  Following prolonged, unsuccessful efforts by the Company's board and other executives to secure their renewed cooperation, the board voted unanimously on June 2, 2025 to terminate for cause Chatsuwan, Vinke, Arrtichariya and Thanawathee and to confirm the appointment of David McIntyre as the Company’s Chief Executive Officer. As a result of these developments, the Company ceased to consolidate ZTH from May 5, 2025 and is pursuing all legal remedies available to it to seek redress from the four executives and regain operational control over ZTH.

While we have completed homologation of i300 in the European Union and the United Kingdom, we will either need to regain access to the ZTH microfactory in Bangkok or shift production to a different ISO 9001:2015 certified factory.  In the meantime, we have begun to rebuild our supply chain outside Thailand, and intend to begin assembling i300 in the United Kingdom and register inventory for sale on a single-vehicle basis.

We have appointed two authorized resellers, the first of which operates in the United Kingdom and the second operates in Ireland.

We have implemented strategies to conserve cash, including delays in the launch of brand-building and other marketing efforts in Europe and Southeast Asia. We plan to begin our marketing launch of the i300 in conjunction with commercial rollout targeting desired urban areas. Additionally, as we transition to an in-production company, we anticipate additional investment into the hiring of more personnel and other costs associated with operating a public company.

Our financial results would be impacted by adverse changes in rates of inflation, labor markets, shipping costs, and other risks described in “Item 3.D—Key Information—Risk Factors” section of our annual report on Form 20-F. Through our supply chain development process, we believe there are sufficient alternatives available that can provide shipping logistics services as well as comparable manufacturers who can supply components, including battery packs and chargers, that meet our specifications.

Critical Accounting Estimates

Our condensed consolidated interim financial statements included elsewhere in this filing have been prepared in accordance with IFRS as issued by the IASB. Management must make certain estimates and assumptions that affect the amounts reported in the financial statements, based on experience, existing and known circumstances, authoritative accounting guidance and pronouncements and other factors that management believes to be reasonable, but actual results could differ materially from these estimates. The accounting policies and estimates that are critical to our business operations and understanding our financial results are described in Note 2 to the unaudited condensed consolidated interim financial statements.

Exhibit 99.3