Correspondence 0000950170-24-044794 from Zapp Electric Vehicles Group Ltd (ZAPP, ZAPPW) (CIK 0001955104) (ZAPPF)
Zapp Electric Vehicles Group Ltd (ZAPP, ZAPPW) (CIK 0001955104)
Date: April 16, 2024 · CIK: 0001955104 · Accession: 0000950170-24-044794
AI Filing Summary & Sentiment
File numbers found in text: 333-278212
Referenced dates: April 11, 2024
Letter
Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561
Re: Zapp Electric Vehicles Group Ltd. Registration Statement on Form F-1 Filed March 25, 2024 File No. 333-278212
Dear Mr. Herbers:
On behalf of our client, Zapp Electric Vehicles Group Ltd. (the “Company”), set forth below is the Company’s response to the comment of the Staff communicated to the Company in the Staff’s letter, dated April 11, 2024, with respect to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed with the Securities and Exchange Commission on March 25, 2024.
We have revised the Registration Statement in response to the Staff’s comment, and the Company is filing Amendment No. 1 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) concurrently with the submission of this letter.
For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.
Form F-1 Filed March 25, 2024
Risk Factors, page 13
1.We note your statement on page 29 that you may not be able to timely file reports required by the Exchange Act. We also note that you did not timely file a Form 20-F for the year ended September 30, 2023. Update and revise your risk factor to state that you did not timely file the report and that you may not be able to file timely in the future.
The Company respectfully acknowledges the Staff’s comment and has revised the risk factor on page 43 of the Amended Registration Statement to disclose that it did not timely
Zapp Electric Vehicles Group Ltd.
April 16, 2024
Page 2
file the Company’s Form 20-F for the year ended September 30, 2023 and may not be able to timely file periodic reports in the future.
Thank you for your prompt attention to the Company’s response to the Staff’s comments. If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to call Dorothee Fischer-Appelt at +44 (0) 203 349 8862.
Very truly yours,
GREENBERG TRAURIG LLP
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CORRESP 1 filename1.htm CORRESP April 16, 2024 Mr. Gregory Herbers Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Zapp Electric Vehicles Group Ltd. Registration Statement on Form F-1 Filed March 25, 2024 File No. 333-278212 Dear Mr. Herbers: On behalf of our client, Zapp Electric Vehicles Group Ltd. (the “Company”), set forth below is the Company’s response to the comment of the Staff communicated to the Company in the Staff’s letter, dated April 11, 2024, with respect to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed with the Securities and Exchange Commission on March 25, 2024. We have revised the Registration Statement in response to the Staff’s comment, and the Company is filing Amendment No. 1 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) concurrently with the submission of this letter. For ease of reference, the Staff’s comment is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement. Form F-1 Filed March 25, 2024 Risk Factors, page 13 1.We note your statement on page 29 that you may not be able to timely file reports required by the Exchange Act. We also note that you did not timely file a Form 20-F for the year ended September 30, 2023. Update and revise your risk factor to state that you did not timely file the report and that you may not be able to file timely in the future. The Company respectfully acknowledges the Staff’s comment and has revised the risk factor on page 43 of the Amended Registration Statement to disclose that it did not timely Zapp Electric Vehicles Group Ltd. April 16, 2024 Page 2 file the Company’s Form 20-F for the year ended September 30, 2023 and may not be able to timely file periodic reports in the future. Thank you for your prompt attention to the Company’s response to the Staff’s comments. If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to call Dorothee Fischer-Appelt at +44 (0) 203 349 8862. Very truly yours, GREENBERG TRAURIG LLP By:/s/ Dorothee Fischer-Appelt Dorothee Fischer-Appelt cc: Swin Chatsuwan, Chief Executive Officer