Zapp Electric Vehicles (ZAPPF) wins approval to expand authorized share capital tenfold

Rhea-AI Filing Summary

Zapp Electric Vehicles Group Limited reported the results of its annual general meeting held on October 8, 2025. Shareholders approved an ordinary resolution to increase the company’s authorized share capital from US$50,000, divided into 25,000,000 ordinary shares with a par value of US$0.002, to US$500,000, divided into 250,000,000 ordinary shares with the same par value. The resolution received 2,704,804 votes for, 1,805,241 against, and 50,714 abstentions, and the increase is effective immediately.

Shareholders did not approve a special resolution to adopt a new Amended and Restated Memorandum and Articles of Association reflecting the higher authorized share capital, with 2,706,140 votes for, 1,803,833 against, and 50,786 abstentions, indicating the higher approval threshold for special resolutions was not met. The report is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

Insights

Equity & Corporate Actions Analyst

Zapp expanded its authorized share capital tenfold, without tied issuance.

Zapp Electric Vehicles Group Limited obtained shareholder approval to raise its authorized share capital from US$50,000 (25,000,000 ordinary shares) to US$500,000 (250,000,000 ordinary shares), maintaining the same US$0.002 par value. This step expands the number of shares the company is legally permitted to issue but does not by itself create new issued shares or proceeds. The voting margin on the ordinary resolution, with over 2.7 million votes in favor versus about 1.8 million against, shows meaningful but not unanimous support.

The special resolution to adopt a new Amended and Restated Memorandum and Articles of Association, which would have reflected the higher authorized capital, did not pass despite a similar raw vote alignment, implying the supermajority threshold for special resolutions was not reached. As a result, investors see a company with significantly more authorized capital and an immediate effective increase, while governance documentation changes lag. Future disclosures in company filings may clarify how the expanded authorization is used, for example in potential financings or equity plans.

Form 6-K: How Foreign Companies Report to the SEC →

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 October 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.

Form 20-F ☒ Form 40-F ☐

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual general meeting (the “Meeting”) of Zapp Electric Vehicles Group Limited (the “Company”) held on October 8, 2025 the following matters were submitted to a vote of shareholders and received the following votes:

Proposal 1 – As an ordinary resolution, the Company’s shareholders approved an increase of the Company’s authorized share capital from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002, to US$500,000 divided into 250,000,000 ordinary shares of a nominal or par value of US$0.002, per the following votes:

For	Against	Abstain
2,704,804	1,805,241	50,714

Proposal 2 – As a special resolution, the Company’s shareholders did not approve the adoption of a proposed new Amended and Restated Memorandum and Articles of Association of the Company, reflecting the approved increase in the Company's authorized share capital, per the following votes:

For	Against	Abstain
2,706,140	1,803,833	50,786

The increase in the Company's authorized capital, as approved by shareholders on October 8, 2025, is effective immediately.

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.

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.

		ZAPP ELECTRIC VEHICLES GROUP LIMITED
Date: October 8, 2025		By:	/s/ Jeremy North
		Name:	Jeremy North
		Title:	President

FAQ

What did Zapp Electric Vehicles Group Limited (ZAPPF) shareholders approve at the October 2025 meeting?

Shareholders approved an ordinary resolution to increase authorized share capital from US$50,000 (25,000,000 ordinary shares at US$0.002 par value) to US$500,000 (250,000,000 ordinary shares at the same par value), effective immediately.

How many authorized shares does Zapp Electric Vehicles now have after the vote?

After the approved resolution, Zapp Electric Vehicles is authorized for 250,000,000 ordinary shares, each with a nominal or par value of US$0.002, up from 25,000,000 ordinary shares previously.

What were the voting results on the authorized share capital increase for ZAPPF?

The authorized capital increase received 2,704,804 votes for, 1,805,241 votes against, and 50,714 abstentions, sufficient to pass as an ordinary resolution.

Why was the new Amended and Restated Memorandum and Articles of Association not approved for ZAPPF?

The special resolution to adopt a new Amended and Restated Memorandum and Articles of Association, reflecting the higher authorized share capital, did not pass, with 2,706,140 votes for, 1,803,833 against, and 50,786 abstentions, indicating the higher approval threshold for special resolutions was not met.

Is the increase in Zapp Electric Vehicles’ authorized capital already effective?

Yes. The company states that the increase in authorized capital approved on October 8, 2025 is effective immediately.

How does this Form 6-K relate to Zapp Electric Vehicles’ existing SEC registration statements?

This Form 6-K is incorporated by reference into Zapp Electric Vehicles’ registration statements on Form S-8 (File No. 333-285730) and Form F-3 (File No. 333-285544), becoming part of those documents from the date it is filed.