As filed with the Securities and Exchange Commission on January 20, 2023.

Registration No. 333-268857

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 1

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Zapp Electric Vehicles Group Limited

(Exact Name of Registrant as Specified in Its Charter)

87/1 Wireless Road

26/F Capital Tower

All Seasons Place

Lumpini, Patumwan

Bangkok 10330 Thailand

+66 2654 3550

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR SPECIAL MEETING OF CIIG CAPITAL PARTNERS II, INC.

AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF ZAPP ELECTRIC VEHICLES GROUP LIMITED

SUBJECT TO COMPLETION, DATED JANUARY 20, 2023

CIIG Capital Partners II, Inc.

40 West 57th Street

29th Floor

New York, New York 10019

Dear CIIG Capital Partners II, Inc. Stockholders:

You are cordially invited to attend the special meeting of stockholders of CIIG Capital Partners II, Inc., which we refer to as “we,” “us,” “our,” or “CIIG II,” at                Eastern time, on                2023, at                 . At the special meeting of stockholders, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger, dated November 22, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among CIIG II, Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales (“Zapp”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”) and Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (“Merger Sub”) and the Business Combination (as defined below) contemplated thereby.

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) Pubco, Zapp and certain shareholders of Zapp entered into an Investor Exchange and Support Agreement or Management Exchange and Support Agreement, in the forms attached hereto as Exhibit 10.1 and 10.2, respectively, pursuant to which such shareholders shall transfer their respective ordinary shares of Zapp to Pubco in exchange for ordinary shares of Pubco (“Pubco Ordinary Shares”, and such exchange, the “Company Exchange”) and (ii) immediately following the Company Exchange, Merger Sub will merge 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) will convert into the right to receive one Pubco Ordinary Share (collectively, the “Transactions”).

CIIG II’s class A common stock and CIIG II’s units and warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “CIIG,” “CIIGU” and “CIIGW,” respectively. Pubco intends to apply to list the Pubco Ordinary Shares and Pubco Public Warrants on Nasdaq in connection with the Closing. We cannot assure you that the Pubco Ordinary Shares or the Pubco Public Warrants will be approved for listing on Nasdaq.

We are providing this proxy statement/prospectus and accompanying proxy cards to our stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements of the special meeting of stockholders. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors,” beginning on page 45.

Our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of our directors and our officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination—Interests of CIIG II’s Directors and Officers in the Business Combination.”

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated                , 2023 and is first being mailed to the stockholders of CIIG II on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

CIIG Capital Partners II, Inc.

40 West 57th Street

29th Floor

New York, New York 10019

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                , 2023

To the Stockholders of CIIG Capital Partners II, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting of stockholders”) of CIIG Capital Partners II, Inc., a Delaware corporation (“CIIG II”), will be held on                , 2023, at                , Eastern time, at    . You are cordially invited to attend the special meeting of stockholders for the following purposes:

Only holders of record of our common stock at the close of business on                , 2023 are entitled to notice of the special meeting of stockholders and to vote at the special meeting of stockholders and any adjournments or postponements of the special meeting of stockholders. A complete list of our stockholders of record entitled to vote at the special meeting of stockholders will be available for ten days before the special meeting of stockholders (i) on a reasonably accessible electronic network or (ii) at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting of stockholders.

Pursuant to CIIG II’s amended and restated certificate of incorporation (“the CIIG II Amended and Restated Certificate of Incorporation”), we are providing the holders of CIIG II’s Class A common stock (the “Public Stockholders”) with the opportunity to redeem their shares of CIIG II Class A Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our initial public offering as of two business days prior to the consummation of the business combination contemplated by

the Merger Agreement (the “Business Combination”), including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $                on    , 2023, the record date, the estimated per share redemption price would have been approximately $                . The Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal and any of the other proposals presented. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the CIIG II Class A Common Stock. Holders of our outstanding warrants to purchase shares of our CIIG II Class A Common Stock do not have redemption rights with respect to such warrants in connection with the Business Combination. The CIIG II Class B Common Stock will be excluded from the pro rata calculation used to determine the per-share redemption price.

Currently, CIIG Management II LLC (the “Sponsor”) owns approximately 20% of our issued and outstanding shares of common stock, consisting of 100% of the CIIG II Class B Common Stock. Peter Cuneo, CIIG II’s Executive Chairman, Gavin Cuneo, CIIG II’s Co-Chief Executive Officer and Director, and Michael Minnick, CIIG II’s Co-Chief Executive Officer and Director, are the managing members of the Sponsor. CIIG II’s other directors are also members of the Sponsor, and accordingly have an indirect, economic interest in the Sponsor.

In connection with the IPO, certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “direct anchor investors”), certain investment funds and accounts managed by Magnetar Financial LLC and certain investment funds and accounts managed by Atalaya Capital Management LP (the “indirect anchor investors”, and together with the direct anchor investors, the “anchor investors”) each purchased 2,156,250 Units, consisting of one share of Class A Common Stock (for each anchor investor, the “initial share allocation”) and one half of one Public Warrant. The direct anchor investors also purchased 2,010,417 Private Placement Warrants in connection with the IPO.

Separately, in connection with CIIG II’s IPO, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which (i) the direct anchor investor agreed to purchase Class B Common Stock from the Sponsor upon the closing of CIIG II’s initial business combination and (ii) the indirect anchor investors agreed to purchase an indirect interest in Class B Common Stock and Private Placement Warrants at the closing of the IPO (the “Anchor Investor Agreements”).

Pursuant to the Anchor Investor Agreements, the anchor investors agreed with the Sponsor that, if such anchor investor (a) does not own its initial share allocation (i) at the time of any stockholder vote with respect to an initial business combination or (ii) on the business day immediately prior to the consummation of CIIG II’s initial business combination or (b) redeems all or a portion of such shares of Class A Common Stock in connection with an initial business combination such that as of the time of such initial business combination it does not own a number of shares at least equal to its initial share allocation, or, in the case of the indirect anchor investors, (c) fails to vote its shares of Class A common stock in favor of our initial business combination, then the number of Class B Common Stock to be sold or distributed to each anchor investor shall be reduced by up to 70% (the “Anchor Forfeiture”). In the case of the direct anchor investors, such reduction is pro rata based on the amount of Class A Common Stock they elect to redeem in connection with CIIG II’s initial business combination. The indirect anchor investors will have their allocation of Class B Common Stock reduced by 70% regardless of the number of shares redeemed. Notwithstanding any of the above, any such reductions will not cause the number of Class B Common Stock to be sold or distributed to the direct or indirect anchor investors to be reduced by more than 70%. As such, our anchor investors may have different interests with respect to a vote on the Business Combination than other Public Stockholders. Up to 1,509,375 shares of Class B Common Stock in the aggregate are subject to forfeiture by the anchor investors to the Sponsor pursuant to the Anchor Forfeiture.

Assuming there is no Anchor Forfeiture, each anchor investor shall hold 718,750 Pubco Ordinary Shares, upon conversion of Class B Common Stock in connection with the consummation of the Business Combination.

Aside from the Private Placement Warrants purchased separately by the direct anchor investors, the anchor investors have not been granted any material additional stockholder or other rights. The indirect anchor investors were only issued membership or economic interests in our Sponsor in connection with the IPO with no right to control our Sponsor or vote or dispose of their allocable Class B Common Stock or Private Placement Warrants (which will continue to be held by the Sponsor until following the closing of the Business Combination). Since our anchor investors will not receive the Class B Common Stock to which they are entitled until the closing of the Business Combination, they will not be able to vote such shares prior to the closing of the Business Combination. The anchor investors will have the same rights to the funds held in the Trust Account with respect to the Class A Common Stock they purchased in the IPO as the rights afforded to the other Public Stockholders.

The Sponsor has agreed to waive its redemption right with respect to the CIIG II Class B Common Stock for no consideration. For the avoidance of doubt, the anchor investors, conversely, have not agreed to waive their redemption rights, and accordingly have the right to redeem their Public Shares in connection with the Business Combination; however, as described below, pursuant to the Anchor Investor Agreements, if an anchor investor elects to redeem all or a portion of such Public Shares in connection with an initial business combination such that as of the time of such initial business combination it does not own a number of shares at least equal to its initial share allocation (as defined above), then the number of shares of Class B Common Stock to be sold or distributed to each anchor investor by the Sponsor in connection with the closing of the Business Combination shall be reduced. In the case of the direct anchor investors, such reduction is pro rata based on the amount of Class A Common Stock they elect to redeem in connection with CIIG II’s initial business combination. The indirect anchor investors will have their allocation of Class B Common Stock reduced by 70% regardless of the number of shares redeemed. Notwithstanding any of the above, any such reductions will not cause the number of Class B Common Stock to be sold or distributed to the direct or indirect anchor investors to be reduced by more than 70%.

CIIG II’s Sponsor, officers and directors have agreed to vote their CIIG II Class B Shares, which represent approximately 20% of the issued and outstanding shares of CIIG II common stock as of the date hereof, and any shares of CIIG II common stock acquired during or after our initial public offering in favor of the Business Combination Proposal. The anchor investors, conversely, have not agreed to vote their shares in favor of the Business Combination Proposal; however, as described above, if an indirect anchor investor fails to vote its shares of Class A Common Stock in favor of the Business Combination Proposal, then the number of shares of Class B Common Stock to be distributed to each indirect anchor investor by the Sponsor in connection with the closing of the Business Combination shall be reduced by 70%.

The Business Combination Proposal will be consummated only if a majority of the shares of CIIG II Common Stock are voted in favor of the Business Combination at the special meeting of stockholders. We have no specified maximum redemption threshold under our amended and restated certificate of incorporation.

Stockholders should be aware that Barclays Capital Inc., UBS Securities LLC and Liontree Advisors LLC (collectively, the “IPO Underwriters”), on October 14, 2022, November 2, 2022 and November 11, 2022, respectively, informed CIIG II that each IPO Underwriter has agreed to waive their deferred portion of the underwriting fees to which the IPO Underwriters would otherwise have been entitled under the Underwriting Agreement dated September 14, 2021, entered into at the time of CIIG II’s initial public offering by CIIG II and its IPO Underwriters, in connection with the Business Combination (the “Waiver”). Each of the IPO Underwriters has, or has indicated that they plan to, deliver notice of such Waiver to the U.S. Securities and Exchange Commission and has disclaimed any responsibility for any portion of this proxy statement/prospectus and no IPO Underwriter has been involved in the preparation of any disclosure that is included in the registration statement or material underlying disclosure in the registration statement. None of the IPO Underwriters has been engaged by CIIG II, the Sponsor, Zapp or Pubco in connection with the Business Combination. Stockholders should not place any reliance on the participation of any IPO Underwriter prior to the Waiver as underwriters in the CIIG II IPO. The consummation of the Business Combination is not contingent upon the services previously provided by the IPO Underwriters, and CIIG II does not expect to replace any of the IPO Underwriters prior to the expected closing of the Business Combination. As such, neither CIIG II, Zapp or Pubco believes that the Business Combination is adversely impacted by the Waivers.

Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting of stockholders. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you are a holder of record of CIIG II’s class A common stock, you may also cast your vote virtually at the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. A failure to vote your shares will have the same effect as a vote “AGAINST” the Business Combination Proposal and will have no effect on the outcome of the vote on the Stockholder Adjournment Proposal.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting of stockholders and, if a quorum is present, will have the same effect as a vote “AGAINST” the Business Combination Proposal but will have no effect on the other proposals.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address:                . If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, and banks and brokers may reach Morrow Sodali LLC, at (203) 658-9400, or email at CIIG.info@investor.morrowsodali.com.

TABLE OF CONTENTS

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco Ordinary Shares to be issued to the CIIG II stockholders, the Pubco Public Warrants to be issued to CIIG II warrant holders and the Pubco Ordinary Shares underlying such Pubco Public Warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of CIIG II stockholders at which CIIG II stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us or Zapp and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ^®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we or Zapp will not assert our or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding Zapp’s industry, business and the markets in which Zapp competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Zapp’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Zapp’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Zapp Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information About Zapp” and other sections of this proxy statement/prospectus.

Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted and reproduced industry data from these sources, we have not independently verified the data. Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

1

FREQUENTLY USED TERMS

Key Business and Business Combination Related Terms

Unless otherwise stated or unless the context otherwise requires in this document:

“anchor investors” are our direct anchor investors and indirect anchor investors, each as defined below.

“Anchor Forfeiture” means the reduction in the number of shares of Class B Common Stock to be sold or distributed to each anchor investor to 30% of such Class B Common Stock under certain conditions as described further herein.

“Anchor Forfeiture Shares” means the up to 1,509,375 shares of Class B Common Stock in the aggregate that are subject to forfeiture by the anchor investors to the Sponsor pursuant to the Anchor Forfeiture.

“Assignment, Assumption and Amendment Agreement” means that certain agreement attached to the Merger Agreement as Exhibit E.

“Barclays” means Barclays Capital Inc.

“Business Combination” means the business combination transaction pursuant to which, among other things, (i) Pubco, Zapp and certain shareholders of Zapp entered into an Investor Exchange and Support Agreement or Management Exchange and Support Agreement, in the forms attached hereto as Exhibit 10.1 and 10.2, respectively, pursuant to which such shareholders shall transfer their respective ordinary shares of Zapp to Pubco in exchange for ordinary shares of Pubco and (ii) immediately following the Company Exchange, Merger Sub will merge with and into CIIG II, with CIIG II being the surviving corporation in the merger and each outstanding share of common stock of CIIG II (other than certain excluded shares) will convert into the right to receive one Pubco Ordinary Share.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“CIIG II” refers to CIIG Capital Partners II, Inc., a Delaware corporation.

“Class A Common Stock” means CIIG II’s Class A common stock, par value $0.0001 per share.

“Class B Common Stock” means CIIG II’s Class B common stock, par value $0.0001 per share.

“Common Stock” means the Class A Common Stock and the Class B Common Stock, collectively.

“CIIG II Warrants” means the Public Warrants, the Private Placement Warrants and the Working Capital Warrants, if issued.

“CIIG II Stockholder Redemption” means the opportunity of CIIG II public stockholders to redeem shares of CIIG II Class A Common Stock by tendering such shares for redemption in accordance with CIIG II’s organizational documents.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Exchange” means the exchange in which each ordinary share of Zapp will be converted into one ordinary share of Pubco.

2

“Continental” means Continental Stock Transfer & Trust Company, CIIG II’s transfer agent and warrant agent.

“direct anchor investors,” are to certain funds and accounts managed by subsidiaries of BlackRock, Inc.

“Director Nomination Agreement” means that certain agreement attached to the Merger Agreement as Exhibit F.

“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the effective time of the Merger.

“EV” means electric vehicle.

“EVP2W” means electric vehicle powered-two-wheeler.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder” means Mr. Swin Chatsuwan.

“GAAP” means United States generally accepted accounting principles.

“ICE” means internal combustion engine.

“ICEP2W” means internal combustion engine powered-two-wheeler.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“indirect anchor investors,” are to (i) certain investment funds and accounts managed by Magnetar Financial LLC, a member of our sponsor, and (ii) certain investment funds and accounts managed by Atalaya Capital Management LP, a member of our sponsor.

“Investor Earnout Shares” means the additional Pubco Ordinary Shares issuable to certain Investors pursuant to the Investor Exchange and Support Agreement.

“Investor Exchange and Support Agreements” means the Exchange and Support Agreements, by and among Pubco, Zapp and certain shareholders of Zapp, a copy of which is included as Exhibit 10.1.

“IPO” means CIIG II’s initial public offering of units, consummated on September 17, 2021.

“IPO Underwriters” means, collectively, Barclays, UBS and Liontree.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“LionTree” means LionTree Advisors LLC.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 22, 2022, as may be amended, by and among CIIG II, Zapp, Pubco and Merger Sub.

“Management Earnout Shares” means the additional Pubco Ordinary Shares issuable to certain Management Shareholders pursuant to the Management Exchange and Support Agreement.

“Merger Sub” means Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco.

3

“Nasdaq” means The Nasdaq Stock Market LLC.

“Novation, Assumption and Amendment Agreement” means the novation, assumption and amendment agreement, to be entered into prior to the closing of the Business Combination, pursuant to which, among other things, Pubco assumed all of Zapp’s obligations and responsibilities pursuant to or in connection with the Zapp Warrant Instrument.

“OEMs” means original equipment manufacturers.

“PCAOB” means the Public Company Accounting Oversight Board.

“Private Placement Warrants” means the warrants to purchase shares of Class A Common Stock purchased in a private placement in connection with the IPO.

“Pubco” means Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Pubco Exchange Options” means each Zapp option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be released and cancelled by each holder of Zapp options in exchange for the grant by Pubco of an option to purchase Pubco Ordinary Shares.

“Pubco Exchange Warrants” means the warrants to be issued by Pubco, with such terms as are set out in the Novation, Assumption and Amendment Agreement.

“Pubco Ordinary Shares” means the ordinary shares of Pubco, par value of $0.0001 per share.

“Pubco Public Warrants” means the former CIIG II Warrants converted at the Effective Time into a right to acquire one Pubco Ordinary Share on substantially the same terms as were in effect immediately prior to the Effective Time under the terms of the Warrant Agreement.

“Pubco Securities” means Pubco Ordinary Shares and Pubco Public Warrants, collectively.

“Public Shares” means shares of Class A Common Stock.

“Public Stockholders” means the holders of shares of Class A Common Stock.

“Public Warrants” means the warrants included in the Units sold in the IPO, each of which is exercisable for one share of Class A Common Stock, in accordance with its terms.

“P2W” means powered-two-wheeler.

“Registration Rights Agreement” means that certain agreement attached to the Merger Agreement as Exhibit D.

“SAP” means SPAC Advisory Partners LLC, a financial advisor to Zapp in connection with the Business Combination.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means CIIG Management II LLC, a Delaware limited liability company.

“Sponsor Earnout Shares” means 754,687 of Sponsor’s Pubco Ordinary Shares that will be unvested and shall vest at such time the closing price of Pubco Ordinary Shares equals or exceeds $14.00 for any 20 trading days during a 30 consecutive trading-day period; provided that, the Earnout Shares shall be forfeited on the date that is 5 years after the Closing Date if the vesting condition is not met. Such forfeited Sponsor Earnout Shares shall be transferred to Pubco for the purposes of Pubco equity compensation arrangements.

4

“Stockholder Adjournment Proposal” means a proposal to consider and vote upon a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

“Summit” means Summit Group, through one of their main entities, Summit Laemchabang Auto Body Work Co., Ltd.

“Thai EXIM” means the Export-Import Bank of Thailand.

“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code.

“Trust Account” means the trust account that holds the net proceeds of the sale of the CIIG II Units in the initial public offering and the sale of the CIIG II Private Placement Warrants.

“UBS” means UBS Securities LLC.

“Units” means the 28,750,000 units issued in connection with the IPO, each of which consisted of one share of Class A Common Stock and one-half of one Public Warrant.

“Underwriting Agreement” means the Underwriting Agreement, dated September 14, 2021, entered into at the time of the IPO by CIIG II and its IPO Underwriters.

“Waiver” means the waiver by Barclays on October 14, 2022, by UBS on November 2, 2022 and by LionTree on November 11, 2022 of their deferred portion of the underwriting fees to which each IPO Underwriter would otherwise have been entitled under the Underwriting Agreement in connection with the Business Combination.

“Warrant Agreement” means the warrant agreement, dated September 14, 2021, by and between CIIG II and Continental Stock Transfer & Trust Company, as warrant agent, governing CIIG II’s outstanding warrants.

“Working Capital Warrants” means the warrants issuable upon conversion of the Promissory Note at a price of $1.00 per warrant, with such warrants being identical to the Private Placement Warrants.

“Zapp” means Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales.

“Zapp Earnout Shares” means the Investor Earnout Shares and the Management Earnout Shares.

“Zapp Manufacturing” means Zapp Manufacturing (Thailand) Co., Ltd.

“Zapp Ordinary Shareholders” means holders of Zapp Ordinary Shares.

“Zapp Ordinary Shares” means the ordinary shares of Zapp.

“Zapp Warrants” means the 6,000,000 warrants to purchase 6,000,000 Zapp Ordinary Shares issued to Michael Joseph in accordance with the Zapp Warrant Instrument.

“Zapp Warrant Instrument” means the warrant instrument by way of deed poll executed by Zapp on May 28, 2020, providing for the issuance and terms of the Zapp Warrants.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to CIIG II’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Special Meeting of CIIG II’s Stockholders and the Related Proposals

The consideration to be paid to the shareholders of Zapp (including holders of Zapp options and Zapp Warrants) subject to certain adjustments in accordance with the Merger Agreement, will be equal to an aggregate of (i) 50,000,000 Pubco Ordinary Shares plus (ii) a number of Pubco Ordinary Shares equal to the amount of any convertible financing received by Zapp in excess of $20,000,000 in the aggregate and actually converted to ordinary shares of Zapp in advance of the closing of the Business Combination divided by the effective conversion price. With respect to clause (ii) the effective conversion price shall be equal to the dollar amount raised in such convertible financing divided by the number of ordinary shares deliverable to the investor in connection with such financing. In addition, at the effective time of the Merger (the “Effective Time”), each share of CIIG II’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and CIIG II’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) will be cancelled and automatically deemed for all purposes to represent the right to receive one Pubco Ordinary Share. At the Effective Time, each of CIIG II’s warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the Warrant Agreement dated September 14, 2021 with respect to CIIG II’s warrants (“Warrant Agreement”), automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the amount of share(s) of CIIG II common stock set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Pubco Ordinary Shares per warrant on the same terms. Please see “The Merger Agreement” for further information.

CIIG II stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Merger Agreement and the Business Combination, among other proposals at a special stockholder meeting. You are receiving this proxy statement/prospectus because you hold CIIG II Common Stock as of the record date for the special meeting of stockholders.

The CIIG II Class A Common Stock, Public Warrants and CIIG II Units are currently listed on Nasdaq under the symbols “CIIG,” “CIIGW” and “CIIGU,” respectively. Pubco intends to apply to list its Pubco Ordinary Shares and Pubco Public Warrants on Nasdaq in connection with the Closing. All outstanding CIIG II Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Pubco will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Pubco with respect to the Pubco Ordinary Shares issuable in connection with the Business Combination.

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There currently are 35,937,500 shares of CIIG II Common Stock issued and outstanding, consisting of 28,750,000 shares of CIIG II Class A Common Stock originally sold as part of the CIIG II Units in CIIG II’s IPO and 7,187,500 shares of CIIG II Class B Common Stock. In addition, there currently are 26,437,500 CIIG II Warrants issued and outstanding, including 14,375,000 CIIG II Public Warrants and 12,062,500 CIIG II Private Placement Warrants that were sold by CIIG II to the Sponsor and subsidiaries of BlackRock, Inc. in a private sale simultaneously with CIIG II’s initial public offering.

Under CIIG II’s Amended and Restated Certificate of Incorporation, CIIG II must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of CIIG II’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote.

If a CIIG II Public Stockholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such CIIG II Public Stockholder may hold. As a result, any non-redeeming CIIG II Public Stockholders would experience dilution to the extent such Public Warrants are exercised and additional Pubco Ordinary Shares are issued. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Pubco to be used in its business following the consummation of the Business Combination.

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The sensitivity table below shows the potential impact of redemptions on (i) the ownership of current CIIG II stockholders and Zapp shareholders and (ii) the pro forma book value per share of the shares owned by CIIG II Public Stockholders under different redemption scenarios, taking into account certain potential sources of dilution as detailed below.

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Footnotes

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The approval of the Stockholder Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of CIIG II Common Stock that are voted thereon at the special meeting of stockholders. Accordingly, a CIIG II’s stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, or an abstention from voting, will have no effect on the outcome of any vote on the Stockholder Adjournment Proposal.

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These financial interests may mean that the Sponsor (and accordingly CIIG II’s officers and directors who are members of the Sponsor) and the anchor investors may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to stockholders than they would otherwise recommend or approve, as the case may be, rather than allow CIIG II to wind up having failed to consummate a business combination and lose their entire investment.

Further, because of these interests, the Sponsor (and CIIG II’s officers and directors who are members of the Sponsor) and the anchor investors could benefit from the completion of a business combination that is not favorable to its public stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate. For example, if the share price of Pubco Ordinary Shares declined to $5.00 per share after the close of the Business Combination, CIIG II’s public stockholders that purchased shares in the IPO, would have a loss of $5.00 per share, while the Sponsor and the anchor investors would have a gain because they acquired their Class B Common Stock for a nominal amount. In other words, the Sponsor and the anchor investors can earn a positive rate of return on their investment even if public stockholders experience a negative rate of return in the post-combination company.

These interests may influence CIIG II’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination—Interests of CIIG II’s Directors and Officers in the Business Combination.”

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A physical stock certificate will not be needed if your stock is delivered to CIIG II’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker,

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DTC and CIIG II’s transfer agent will need to act to facilitate the request. It is CIIG II’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because CIIG II does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CIIG II’s consent. If you delivered your shares for redemption to CIIG II’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that CIIG II’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting CIIG II’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Subject to the discussion in the section entitled “Material U.S. Federal Income Tax Considerations”, the surrender by Public Stockholders of Class A Common Stock (and, if such Public Stockholders also hold Public Warrants, the conversion of such Public Warrants into Pubco Public Warrants pursuant to the terms of the Public Warrants) and the acquisition of Pubco Ordinary Shares by holders of Class A Common Stock in exchange therefor resulting from the Merger, taken together with the related transactions, is expected to qualify as a transfer of property to a corporation in exchange for stock qualifying for non-recognition of gain or loss under Section 351(a) of the Code (a “Section 351 Exchange”).

It is uncertain whether the Merger also qualifies as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”). To qualify as a Reorganization, a transaction must satisfy certain requirements, including that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) continue, either directly or indirectly through certain controlled

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corporations, to operate a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, as described in Treasury Regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation with only investment-type assets, such as CIIG II, the qualification of the Merger as a Reorganization is not free from doubt, and the IRS or a court could take a position that the Merger does not qualify as a Reorganization. Accordingly, it is unclear whether the requirements for a Reorganization can be satisfied and such qualification is not a condition of the Business Combination.

If the Merger qualifies as a Section 351 Exchange, a U.S. holder of Public Warrants could be treated as transferring its Public Warrants to Pubco in exchange for Pubco Public Warrants in an exchange governed only by Section 351 of the Code. If so treated, a U.S. holder could be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the Pubco Public Warrants treated as received by such holder and the Pubco Ordinary Shares received by such holder, if any, over (y) such holder’s aggregate adjusted tax basis in the Public Warrants and CIIG II Common Stock, if any, exchanged therefor) and (ii) the fair market value of the Pubco Public Warrants received by such holder in such exchange. Alternatively, it is possible that a U.S. holder of Public Warrants could be treated as exchanging such Public Warrants for “new” warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Pubco Public Warrants held by such holder immediately following the Merger and the adjusted tax basis of the Public Warrants held by such holder immediately prior to the Merger. See the section entitled “Material U.S. Federal Income Tax Considerations” below for a more detailed discussion of the tax consequences to holders of Public Warrants.

If the Merger qualifies as a Reorganization, subject to Section 367(a) of the Code, a U.S. holder of Public Warrants generally is expected to not recognize any gain or loss upon the closing of the Business Combination; the aggregate tax basis of such U.S. holder’s basis in the Pubco Public Warrants will be the same as the aggregate tax basis of such U.S. holder’s Public Warrants immediately before the closing of the Business Combination; and the holding period of such warrants will continue; provided that the Public Warrants are held as capital assets on the effective date of the closing of the Business Combination.

Because of the legal and factual uncertainties described above, none of Weil, Gotshal & Manges LLP, Latham & Watkins LLP, Orrick, Herrington & Sutcliffe LLP nor Walkers (Singapore) Limited Liability Partnership is able to opine with respect to the Business Combination’s qualification as a Reorganization.

As a result of the Waiver, the transactions fees payable by CIIG II at the consummation of the Business Combination will be reduced by approximately $10.1 million. The IPO underwriting services being provided by the IPO Underwriters were substantially complete at the time of the Waiver, with any fees payable to the IPO Underwriters contingent upon the closing of the Business Combination.

We believe that such Waiver of fees for services that have already been substantially rendered or that were contingent upon the occurrence of an event that applicable persons expect will occur, is unusual. While the

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IPO Underwriters did not provide any additional detail in their letters related to the Waivers, stockholders should be aware that such Waivers indicate that none of the IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the transaction described herein. CIIG II public stockholders may be more likely to elect to redeem their shares as a result of such Waivers and the proceeds that the combined company receives as a result of the Business Combination may be reduced as a result of such Waivers.

If, as a result of the termination of the Merger Agreement or otherwise, CIIG II is unable to complete a business combination by March 17, 2023, or extend/amend such date in accordance with the CIIG II Amended and Restated Certificate of Incorporation, CIIG II will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CIIG II’s remaining stockholders and CIIG II’s board of directors, dissolve and liquidate, subject in each case to CIIG II’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of CIIG II Class B Common Stock have waived any right to any liquidation distribution with respect to those shares for no consideration.

In the event of liquidation, there will be no distribution with respect to outstanding CIIG II Warrants. Accordingly, the CIIG II Warrants will expire worthless.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement.”

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If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200 or email at CIIG.info@investor.morrowsodali.com.

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Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

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Morrow Sodali LLC

333 Ludlow Street,

5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and brokers: (203) 658-9400

Email: CIIG.info@investor.morrowsodali.com

You may also contact CIIG II at:

CIIG Capital Partners II, Inc.

40 West 57th Street

29th Floor

New York, New York 10019

info@ciigpartners.com

To obtain timely delivery, CIIG II’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about CIIG II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

The accompanying proxy statement/prospectus incorporates important business and financial information about CIIG II and Zapp from documents that are not included in or delivered with the accompanying proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to CIIG II should be directed to the addresses and telephone numbers listed above. Requests made to Zapp should be directed to the address and telephone number noted below:

87/1 Wireless Road

26/F Capital Tower

All Seasons Place

Lumpini, Patumwan

Bangkok 10330 Thailand

+66 2654 3550

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CIIG II’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Mark Zimkind

Email: Mzimkind@continentalstock.com

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Business Combination between Zapp, CIIG II and Pubco, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the anticipated growth in the industry in which Zapp operates and anticipated growth in demand for Zapp’s products, projections of Zapp’s future financial results and possible growth opportunities for Zapp. 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. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements 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 to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CIIG II’s securities, (ii) the risk that the transaction may not be completed by CIIG II’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CIIG II, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of CIIG II, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the transaction on Zapp’s business relationships, performance, and business generally, (vii) risks that the proposed Business Combination disrupts current plans of Zapp or diverts management’s attention from Zapp’s ongoing business operations and potential difficulties in Zapp’s employee retention as a result of the proposed Business Combination, (viii) the outcome of any legal proceedings that may be instituted against Zapp, Pubco, CIIG II or their respective directors or officers related to the proposed Business Combination, (ix) the ability of Pubco, CIIG II or a successor thereto to maintain the listing of its securities on The Nasdaq Stock Market LLC, (x) volatility in the price of the securities of Pubco, CIIG II or a successor thereto due to a variety of factors, including changes in the competitive and highly regulated industries in which Zapp plans to operate, variations in performance across competitors, changes in laws and regulations affecting Zapp’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities, (xii) the risk of downturns in the highly competitive electric vehicle industry, (xiii) the ability of Zapp to build the Zapp brand and consumers’ recognition, acceptance and adoption of the Zapp brand, (xiv) the risk that Zapp may be unable to develop and manufacture electric vehicles of sufficient quality and on schedule and scale, that would appeal to a large customer base, (xv) the risk that Zapp has a limited operating history, has not yet released a commercially available electric vehicle and does not have experience manufacturing or selling a commercial product at scale and (xvi) the risk that Zapp may not be able to effectively manage its growth, including its design, research, development and maintenance capabilities.

The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in CIIG II’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed by Pubco, CIIG II or a successor thereto from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The forward-looking statements in this document represent the views of Pubco and CIIG II and Zapp as of the date of this document. Subsequent events and developments may cause that view to change. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by these cautionary statements. Zapp, Pubco and CIIG II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Zapp, Pubco nor CIIG II gives any assurance that Zapp, Pubco or CIIG II will achieve its expectations. The inclusion of any statement in this document does not constitute an admission by Zapp, Pubco or CIIG II or any other person that the events or circumstances described in such statement are material.

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Zapp and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Pubco, CIIG II and Zapp, which later may prove to be incorrect or incomplete. Pubco, CIIG II and Zapp may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Related to Zapp’s Business and Industry

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to Zapp Electric Vehicles Limited and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Pubco and its subsidiaries following the consummation of the Business Combination.

We are an early-stage company with a history of losses and expect to incur significant expenses and losses for at least the near and medium term. We may not achieve or maintain profitability in the future.

We have not generated revenue and have incurred net losses since our inception, including losses of $3.9 million and $1.4 million for the years ended September 30, 2022, and 2021, respectively. We believe that we will continue to incur operating and net losses in the future until at least the time we begin significant deliveries of our vehicles which may occur later than we expect or not at all. We may not be profitable for at least the near and medium term as we invest in our business, build capacity and ramp-up operations, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully develop our vehicles and attract customers, there can be no assurance that we will be financially successful. For example, as we expand internationally and expand our vehicle portfolio, including the introduction of lower-priced vehicles, we will need to manage costs effectively to sell those products at our expected margins. Failure to become profitable could materially and adversely affect the value of your investment. If we are ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of our vehicles, such as the i300, and our services, which may not occur. Our business also will at times require significant amounts of working capital to support the development of additional vehicle models and service platforms. An inability to generate positive cash flow for the near term may adversely affect our ability to raise needed capital for our business on reasonable terms, diminish supplier or customer willingness to enter into transactions with us, and have other adverse effects that may decrease our long-term viability. There can be no assurance that we will achieve positive cash flow in the near future or at all.

We are a new entrant into an early-stage industry. As we scale and expand our business, we may not be able to adequately control the costs of our operations.

We have a short operating history in the EVP2W industry, which is continuously evolving. We have not yet delivered commercially available vehicle and do not yet have experience as an organization in high volume manufacturing, distribution and sale of vehicles. We intend to utilize business partners such as Summit and other retailers with extensive experience in manufacturing and sale of vehicles at scale. Despite this experience, the EVP2W industry is in its early stages and there are no guarantees that this experience will result in sales of our vehicles at a comparable scale. We will require significant capital to develop and grow our business, including developing and producing our vehicles, establishing or expanding design, research and development, production

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and building our brand. We have incurred and expect to continue incurring significant expenses, including research and development expenses, sales and distribution expenses as we build our brand and market our vehicles, and general and administrative expenses as we scale our operations, identify and commit resources to investigate new areas of demand and incur costs as a public company, which will impact our profitability. Our ability to become profitable in the future is dependent on the design, development and marketability of our product portfolio, while also controlling costs to achieve expected margins. If we are unable to efficiently design, develop, market, deploy, distribute and service our vehicles, our margins, profitability and prospects could be materially and adversely affected.

The global P2W market is highly competitive. Specifically, the EVP2W sector is rapidly growing and our products and services are and will be subject to strong competition from a growing list of established and new competitors.

Both the ICEP2W and EVP2W industries generally are highly competitive, and we will be competing for sales with both ICE-focused companies and EV-focused companies. Several major P2W companies have EVP2Ws available today and other current and prospective motorcycle manufacturers are also developing EVP2Ws. Factors affecting competition include product performance and quality, technological innovation, customer experience, brand differentiation, product design, pricing and manufacturing scale and efficiency. Increased competition may lead to lower vehicle unit sales and downward price pressure and adversely affect our business, prospects, financial condition and operating results. We also expect competition for EVs to intensify due to increased demand and a regulatory push for alternative fuel vehicles, continuing globalization and consolidation in the worldwide automotive industry. Further, as a result of new entrants in the EV market, we may experience increased competition for components and other parts of our vehicles, which may have limited or single-source supply.

Our future growth and success are highly dependent upon consumers’ adoption of, and their demand for EVP2Ws and our battery solutions in a sector that is generally competitive, cyclical and volatile.

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt EVP2Ws, and even if EVP2Ws become more mainstream, consumers choosing us over other EVP2W manufacturers. Demand for EVP2Ws may be affected by factors directly impacting EVP2W prices or the cost of purchasing and operating EVP2Ws such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect our business, prospects, financial condition and operating results.

In addition, the demand for our vehicles will highly depend upon the adoption by consumers of new energy vehicles in general and EVs in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing consumer demands and behaviors.

Other factors that may influence the adoption of alternative fuel vehicles, and specifically EVs, include:

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the occurrence of negative incidents, or perception that negative incidents have occurred, with respect to our or our competitors’ EVs resulting in adverse publicity and harm to consumer perceptions in electric vehicles generally;

perceptions about and the actual cost of alternative fuel;

Furthermore, our vehicles utilize portable battery packs which do not require a designated charging network or swapping kiosk that our competitors currently on the market make use. While we believe that our portable battery packs differentiate our vehicles, there can be no assurance that consumers will adopt our battery solutions. If potential customers do not find our battery solutions attractive or are unwilling to adopt our battery solutions, it could impact the competitiveness of our vehicles and the rate of growth of our business and market penetration, and in turn, our business, prospects, financial condition and operating results.

Our business and prospects depend significantly on our ability to build the Zapp brand and consumers’ recognition, acceptance, and adoption of the Zapp brand. We may not succeed in continuing to maintain and strengthen the Zapp brand.

Our business and prospects are heavily dependent on our ability to develop, maintain and strengthen the Zapp brand. If we do not continue to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Promoting and positioning our brand will likely depend significantly on our ability to provide high-quality vehicles and engage with our customers as intended. In addition, our ability to develop, maintain and strengthen the Zapp brand will depend heavily on the success of our customer development and branding efforts. Such efforts mainly include building a community of customers engaged with our branding initiatives, including through our authorized resellers, at automotive shows and events, city pop-up stores and guerilla roadshows, as well as engaging celebrity talent, social media influencers or brand ambassadors or other brand partnerships. Such efforts may not achieve the desired results and we may be required to change our customer development and branding practices, which could result in substantially increased expenses. There is no assurance that such efforts would yield brand awareness or consumer adoption of our vehicles. If we do not develop and maintain a strong brand, our business, prospects, financial condition and operating results may be materially and adversely impacted.

In addition, if negative incidents occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm consumer perceptions and confidence in the Zapp brand. Furthermore, there is the risk of potential adverse publicity related to our manufacturing partners or other partners whether or not such publicity is related to their collaboration with us. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality of our competitors’ vehicles.

In addition, from time to time, our vehicles may be evaluated and reviewed by third parties. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our vehicles.

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We may experience delays in the design, manufacture, production, and launch of our vehicles, which could harm our business, prospects, financial condition and operating results.

Our future business depends in large part on our ability to execute on our plans to develop, produce, market and sell our vehicles. EV companies experience delays in the design, production and commercial release of new products. To the extent we delay the launch of future models of vehicles, our growth prospects could be adversely affected as we may fail to establish or grow our market share. Furthermore, we rely on contract manufacturers for the manufacturing of vehicles. We could experience delays if our contract manufacturers do not meet agreed upon timelines or experience capacity constraints. Additionally, we and our contract manufactures rely on third-party suppliers for the provision and development of the key components and materials used in our vehicles. To the extent our suppliers experience any delays in providing us or our contract manufacturer with or developing necessary components, we could experience delays in delivering on our timelines. See “—Increases in costs, as a result of inflation or otherwise, disruption of supply or shortage of materials, in particular for lithium-ion battery cells and electronics subcomponents could harm our business.”

We may be unable to develop and manufacture vehicles of sufficient quality, and on schedule and scale, that would appeal to a large customer base.

Our business depends in large part on our ability to develop, market, produce and sell our vehicles. The continued development of and the ability to sell our vehicles at scale, including the i300 and future vehicles are and will be subject to risks, including with respect to:

Historically, P2W customers have expected manufacturers to periodically introduce new and improved vehicle models. To meet these expectations, we intend to introduce new vehicle models and enhanced versions of existing models. The EVP2W market is in its early stages and quickly evolving. As a new entrant in a young industry, we inherently have limited experience, as a company, designing, testing, manufacturing, marketing,

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selling and servicing vehicles and therefore cannot assure you that we will be able to meet customer expectations. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and operating results.

If we fail to achieve unit sales expectations, our business, prospects, financial condition and operating results could be adversely impacted.

While we have received interests and reservations for our vehicles, there is no guarantee that such interests will translate into unit sales. We have received only a limited number of reservations for our vehicles, all of which are subject to cancellation until delivery of the vehicle. The wait from the time a reservation is made until the time the vehicle is delivered could also impact user decisions on whether to ultimately make a purchase, due to potential changes in preferences, competitive developments and other factors. If we encounter delays in the delivery of our current or future vehicle models, we believe that a significant number of reservations may be cancelled. As a result, no assurance can be made that reservations will not be cancelled and will ultimately result in the final purchase, delivery, and sale of the vehicle.

Our ability to successfully achieve unit sales expectations will be fundamental to our future success in existing and new markets and our market share. We cannot assure you that we will be able to achieve unit sales expectations. If we are unable to achieve unit sales expectations our business, prospects, financial condition and operating results could be adversely impacted.

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

We are a company with an extremely limited operating history and have not generated revenue from sales of our vehicles or other products and services to date. We plan to begin delivering our i300 model during the third quarter of 2023. As an entirely new product, there is no historical basis for making judgments on the demand for our vehicles, our ability to develop, produce and deliver vehicles, or our profitability in the future. It is difficult to predict our future revenues and appropriately budget for our expenses, and trends that may emerge in this quickly evolving industry that may be outside our visibility and may affect our business. You should consider our business and prospects in light of the risks and challenges we face as a new entrant in an early-stage industry, including with respect to our ability to continuously advance our vehicle technologies; develop safe, reliable and quality vehicles that appeal to customers; deliver and service a large volume of vehicles; turn profitable; build a globally recognized and respected brand cost-effectively; expand our vehicles lineup; navigate the evolving regulatory environment; improve and maintain our operational efficiency; manage supply chain effectively; adapt to changing market conditions, including technological developments and changes in competitive landscape; and manage our growth effectively.

While we currently focus on the i300, we expect our product roadmap to expand beyond the i300 and introduce new models in other categories or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive.

If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.

As we continue to grow, we may not be able to effectively manage our growth, including with respect to our design, research, development and maintenance capabilities, which could negatively impact our brand and financial performance.

We intend to expand our operations significantly, which will require hiring, retaining and training new personnel, controlling expenses, establishing facilities, and implementing administrative infrastructure, systems,

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and processes. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include, among others:

Furthermore, we have limited experience to date in high volume production of our vehicles and we cannot ensure that we will be able to continue to partner with reliable contract manufacturers and reliable sources of component supply, that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully market our vehicles as our operations expand. Any failure to effectively manage our growth could negatively impact our brand and financial performance.

The relationship of the UK and the EU could impact our ability to operate efficiently in certain jurisdictions or in certain markets.

On January 31, 2020, the UK exited the EU, an action referred to as Brexit. This was followed by an implementation period, during which EU law continued to apply in the UK and the UK maintained its EU single market access rights and EU customs union membership. The implementation period expired December 31, 2020. Consequently, the UK has become a third country vis-à-vis the EU, without access to the single market or membership of the EU customs union.

The UK and the EU have signed an EU-UK Trade and Cooperation Agreement, or TCA, which was formally approved by Parliament on April 28, 2021. This agreement provides details on how some aspects of the UK’s and EU’s relationship will operate going forward; however, there are still many uncertainties, and how the TCA will take effect in practice is still largely unknown. This lack of clarity on future UK laws and regulations and their interaction with the EU laws and regulations may negatively impact foreign direct investment in the UK, increase costs, depress economic activity, and restrict access to capital.

The uncertainty concerning the UK’s legal, political, and economic relationship with the EU after Brexit may be a source of instability in the international markets, create significant currency fluctuations, and/or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory, or otherwise) beyond the date of Brexit.

We have employees and intend to operate in the UK and other European countries. We cannot predict whether or not the UK will significantly alter its current laws and regulations in respect of the automotive and EVP2W industries and, if so, what impact any such alteration would have on our business. Moreover, we cannot predict the impact that Brexit will have on the marketing of our vehicles or the process to obtain regulatory approval in the UK and EU for our vehicles. As a result of the developments in the relationship between the UK and the EU, we may experience adverse impacts on customer demand and profitability in the UK and other markets.

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Additional Brexit-related impacts on our business could include potential inventory shortages in the UK, increased regulatory burdens and costs to comply with UK-specific regulations, and higher transportation costs for our products coming into and out of the UK. Any of these effects, among others, could materially and adversely affect our business and consolidated financial position and results of operations.

Our receivables financing credit line with Thai EXIM, which we will use to finance customer orders is cancellable by Thai EXIM at any time, and we may be unable to secure financing at similar rates.

We have entered into a revolving loan agreement with Thai EXIM (the “Thai EXIM Facility”) providing for the issuance of short-term letters of credit and/or trust receipts for the purposes of purchase orders and production orders, and will depend on Thai EXIM to finance our customer orders and the manufacturing of our vehicles. The Thai EXIM Facility may be terminated by Thai EXIM at any time. Termination of the Thai EXIM Facility for any reason would have a material adverse effect on our business, including the delay in the production and delivery of our vehicles. We may have to obtain new financing, which may not be available on commercially reasonable terms or on terms that are acceptable to us or at all. If we cannot find new financing when we need them, our business, prospects, financial condition and operating results could be materially adversely affected.

We depend on suppliers, including critical and single sourced suppliers, to deliver components according to schedules, prices, quality, and volumes that are acceptable to us. We may be unable to effectively manage these suppliers. Uncertainties in the global economy may negatively impact suppliers and other business partners, which may interrupt the supply chain and require other changes to operations. These and other factors may adversely impact revenues and operating income.

Our success will be dependent upon our or our contract manufacture’s ability to enter into supplier agreements and maintain our relationships with existing suppliers who are critical to the output and production of our vehicles. The supply agreements we may enter into with suppliers in the future may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. If our suppliers become unable to provide, or experience delays in providing components or if the supply agreements we enter into are terminated, it may be difficult to find replacement components. Additionally, our products contain parts that we purchase from single-source or limited-source suppliers, for which no immediate or readily available alternative supplier exists. While we believe that we would be able to establish alternate supply relationships and can obtain or engineer replacement components for our single-source components, we may be unable to do so in the short-term (or at all) at prices or quality levels that are acceptable to us. In addition, as we evaluate opportunities and take steps to insource certain components and parts, supply arrangements with current or future suppliers (with respect to other components and parts offered by such suppliers) may be available on less favorable terms or not at all, especially in light of the increases in materials pricing. Unexpected changes in business conditions, materials pricing, including inflation of raw material costs, labor issues, wars, trade policies, natural disasters, health epidemics such as the global COVID-19 pandemic, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and operational. Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, it may reduce our access to components and require us to search for new suppliers. The unavailability of any component or supplier could result in production delays, product design changes and loss of access to important technology and tools for producing and supporting our products, as well as impact our capacity expansion and our ability to fulfill our obligations under customer contracts. Moreover, significant increases in our production or product design changes by us may in the future require us to procure additional components in a short amount of time. Our suppliers may not be willing or able to sustainably meet our timelines or our cost, quality and volume needs, or to do so may cost us more, which may require us to replace them with other sources.

In addition, if our suppliers experience substantial financial difficulties, cease operations or otherwise face business disruptions, we would be required to take measures to ensure components and materials remain available. Any disruption could affect our ability to deliver vehicles and could increase our costs and negatively affect our liquidity and financial performance.

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Also, if a supplied vehicle component becomes the subject of a product recall, we may be required to find an alternative component, which could increase our costs and cause vehicle production delays. Additionally, we may become subject to costly litigation surrounding the component.

If we or our contract manufacturer do not enter into long-term supply agreements with guaranteed pricing for our parts or components, we and our contract manufacturer may be exposed to fluctuations in prices of components, materials and equipment. Agreements for the purchase of battery cells contain or are likely to contain pricing provisions that are subject to adjustments based on changes in market prices of key commodities. Substantial increases in the prices for such components, materials and equipment would increase our operating costs and could reduce our margins if we cannot recoup the increased costs. Any attempts to increase the announced or expected prices of our vehicles in response to increased costs could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition and operating results.

Increases in costs, as a result of inflation or otherwise, disruption of supply or shortage of materials, in particular for lithium-ion battery cells and electronics subcomponents could harm our business.

We and our suppliers may experience increases in the cost of or a sustained interruption in the supply or shortage of materials. Any such cost increase, supply interruption or shortage could materially and negatively impact our business, prospects, financial condition and operating results. We and our suppliers use various materials in our businesses and products, including, for example, lithium-ion battery cells, semiconductor chips and steel, and the prices for these materials fluctuate. The available supply of these materials may be unstable, depending on market conditions and global demand. For example, COVID-19, including associated variants, and the recent conflict in the Ukraine, may cause disruptions to and delays in our operations, including shortages and delays in the supply of certain parts, including materials and equipment necessary for the production of our vehicles, and the various internal designs and processes we may adopt in an effort to remedy or mitigate impacts of such disruptions and delays may result in higher costs. There have been very sizable increases in recent months in the cost of key metals, including lithium, nickel, aluminum and cobalt with volatility in pricing expected to persist for the foreseeable future. In addition, our business also depends on the continued supply of battery cells for the battery packs used in our vehicles. We are exposed to multiple risks relating to lithium-ion battery cells. These risks include, but are not limited to:

Our business is dependent on the continued supply of battery cells for the battery packs used in our vehicles. We may have limited flexibility to immediately change suppliers in the event of any disruption in the supply of those cells, which could then disrupt production of our vehicles. However, we continually leverage relationships with several battery cell suppliers to monitor their developments and assess and characterize their cells.

Semiconductor chips are also an important input component to the electrical architecture of our vehicles, controlling wide aspects of the electric vehicles’ operations. Many of the key semiconductor chips used in our vehicles come from single-source or limited-source suppliers, and therefore a disruption with any one manufacturer or supplier in our supply chain would have an adverse effect on our ability to effectively produce and timely deliver our vehicles. Due to our reliance on these semiconductor chips, we are subject to the risk of shortages and long lead times in their supply. Furthermore, our manufacturers may experience temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters, component or material shortages, cost increases, acquisitions, insolvency, changes in legal or regulatory requirements, or other similar problems.

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In particular, increased demand for semiconductor chips in 2020, due in part to the COVID-19 pandemic and increased demand for consumer electronics that use these chips, has resulted in a severe global shortage of chips in 2021 and 2022, which we expect to continue as a consequence of the continuing COVID-19 pandemic, inflation of raw material costs and the conflict in Ukraine. As a result, our ability to source semiconductor chips used in our vehicles could be adversely affected. This shortage may result in increased chip delivery lead times, delays in the production of our vehicles, and increased costs to source available semiconductor chips. To the extent this semiconductor chip shortage continues, and we are unable to mitigate the effects of this shortage, our ability to deliver sufficient quantities of our vehicles could be adversely affected. In addition, we may be required to incur additional costs and expenses in managing ongoing semiconductor chip shortages, including additional research and development expenses, engineering design and development costs in the event that new suppliers must be onboarded on an expedited basis.

Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause us to experience significant increases in freight charges and material costs. Substantial increases in the prices for our materials or prices charged to us, such as those charged by battery cell or semiconductor chip suppliers, would increase our operating costs and could reduce our margins. For example, due to the recent global semiconductor supply shortage, other supply chain issues including the COVID-19 pandemic and the conflict in Ukraine, and the current inflationary environment in the United States and globally, the cost of input materials, components and processes required to produce our vehicles is expected to increase, and we may need to increase the prices of our vehicles in response to these cost pressures. Price increases and other measures taken by us to offset higher costs could materially and adversely affect our reputation and brand, result in negative publicity and loss of customers and sales, and adversely affect our business, prospects, financial condition and operating results. In addition, a growth in popularity of EVs without a significant expansion in battery cell production capacity could result in shortages which would result in increased materials costs to us, and would impact our projected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition and operating results.

Leveraging contract manufacturers, including Summit, to manufacture our vehicles is subject to risks, including costs, manufacturing footprint, and manufacturing capabilities. If we are unable to maintain a relationship with Summit to manufacture our vehicles, our manufacturing costs may be adversely affected.

A key financial benefit to our business is our asset-light operating model in which we rely on a contract manufacturer to produce our vehicles. We have secured the experience and expertise of Summit to serve as our long-term contract manufacturing partner to provide manufacturing, procurement, logistics and distribution services for vehicles. If our contract manufacturing agreement terminate or expire, or if Summit fail to perform or meet our expected quality standards, timelines, capacity requirements, costs, manufacturing capabilities or manufacturing footprint, we may need to engage another third-party contract manufacturer or build our own in-house manufacturing capabilities, which could cause us to incur significant cost and expense. As we do not currently have alternate manufacturing arrangements in place, it may take time to transition to another contract manufacturer and there is no guarantee that they would be able to meet our capacity, capability or quality requirements, or otherwise be an effective and acceptable manufacturing solution. Any of the foregoing could adversely affect our business, prospects, financial condition and operating results.

We do not yet have a distribution network and do not have experience distributing directly to consumers. If we are unable to establish or maintain relationships with resellers or other retail partners or our authorized resellers or other retail partners are unable or ineffective in establishing or maintaining relationships with customers for our vehicles, our business may be adversely affected.

We employ a go-to-market business model whereby our revenue is generated by sales through our online platform, authorized resellers and online resellers. We have received approximately 200 reseller applications by authorized resellers globally and have signed multiple letters of intent with certain authorized resellers as of the date of this proxy statement/prospectus. However, all of these arrangements will require renegotiation at later

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stages as we begin our global rollout and some or all of these arrangements may be terminated or may not materialize into next-stage contracts or long-term contract arrangements. In addition, we do not currently have arrangements in place that will allow us to fully realize our global expansion plans. If we are unable to enter into acceptable contract arrangements with resellers in a timely manner, or at all, or maintain such arrangements, our business, prospects, financial condition and operating results may be materially and adversely affected.

We will depend on the capability of these retail partners to develop and implement effective retail sales plans to create demand among retail purchasers for our vehicles and related products and services that the retail partners may purchase from us. We intend to provide our retail partners with specific training and programs to assist them in selling our products, but there can be no assurance that these steps will be effective, and that restrictions on travel and other limitations as a result of the COVID-19 pandemic or future events may undermine our efforts to provide training and build relationships. If our retail partners are not able to establish, maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Our retail partners ability to develop, maintain and strengthen their relationships with customers for vehicles will depend heavily on our ability to provide high-quality vehicles and engage with our customers as intended, as well as the success of our customer development and marketing efforts. See “—Our business and prospects depend significantly on our ability to build the Zapp brand and consumers’ recognition, acceptance, and adoption of the Zapp brand. We may not succeed in continuing to maintain and strengthen the Zapp brand.”

Some of these retail partners may also market, sell and support offerings that may be competitive with ours, may devote more resources to the marketing, sales and support of such competitive offerings or may have incentives to promote other offerings to the detriment of our own. Our retail partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our retail partners misrepresents the functionality of our vehicles to customers or violates laws or our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our retail partners, identifying additional retail partners, including in new markets, and training our retail partners to independently sell our vehicles. If our retail partners are unsuccessful in selling EVs, or if we are unable to enter into arrangements with or retain a sufficient number of high-quality retail partners in each of the regions in which we sell our vehicles and keep them motivated to sell our vehicles, our business, prospects, financial condition and operating results could be adversely affected.

Furthermore, we intend to deliver our vehicles directly through “Zappers” who are franchised, independent delivery and service agents. We do not have experience in distributing directly to customers nor do we currently have franchisee arrangements in place. Our failure to enter into acceptable franchisee arrangements in a timely manner, or at all, could result in delivery delays and adversely affect our business, prospects, financial condition and operating results.

Our ability to attract, train and retain executives and other qualified employees, including key members of management, is critical to our business, results of operations and future growth.

Our business and future success is substantially dependent on the continued services and performance of our key executives, senior management and personnel, including personnel with relevant experience or expertise in the automotive industries and engineering. Any of these individuals may choose to terminate their employment with us at any time. The loss of the services of any of our key employees or any significant portion of our workforce could disrupt our operations or delay the development, introduction and ramp of our products and services. We cannot assure you that we will be able to retain these employees or find adequate replacements. A lengthy period of time may be required to hire and train replacement personnel when skilled personnel leave us. Our ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees. We may be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting the quality of employees that our business requires. If we do not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business and prospects for growth would be adversely affected.

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Employees may leave us or choose other employers over us due to various factors, such as a very competitive labor market for talented individuals with automotive or technology experience, or any negative publicity related to us. In regions where we have or will have operations, there is strong competition for individuals with skill sets needed for our business, including specialized knowledge of EVs, engineering, design and other expertise. We also compete with both mature and prosperous companies that have large financial resources and start-ups and emerging companies that promise short-term growth opportunities.

We expect to incur research and development costs and devote significant resources to developing new products, which could significantly reduce our profitability and may never result in revenue to us.

Our future growth depends on penetrating new markets, adapting existing products to customer requirements, and introducing new products that achieve market acceptance. If we are unable to anticipate technological changes in the industry by introducing new or enhanced products and services in a timely and cost-effective manner, if we fail to introduce products and services that meet market demand, or we do not successfully expand into adjacent markets, we may lose our competitive position, our products may become obsolete, and our business, financial condition or results of operations could be adversely affected.

Our success in these new markets depends on a variety of factors, including but not limited to our ability to develop new products, new product features and services that address the customer requirements for these markets, attract a customer base in markets in which we have less experience, compete with new and existing competitors in these adjacent markets, and gain market acceptance of our new products.

Developing our products is expensive, and the investment in product development may involve a long payback cycle. Our results of operations will be impacted by the timing and size of these investments. These investments may take several years to generate positive returns, if ever.

Additionally, future market share gains may take longer than planned and cause us to incur significant costs. Difficulties in any of our new product development efforts or our efforts to enter adjacent markets could adversely affect our operating results and financial condition.

We may face challenges in expanding our business and operations internationally and our ability to conduct business in markets may be adversely affected by legal, regulatory, political, and economic risks.

Our business plan includes operations in the UK and other countries in Europe, and eventual expansion into other international markets including North America and the Asia Pacific. We will face risks associated with any potential international operations, including possible unfavorable legal, regulatory, political and economic risks, which could harm our business. We anticipate having international operations and subsidiaries that are subject to the legal, political, regulatory and social requirements and economic conditions in these jurisdictions. Furthermore, conducting and launching operations on an international scale requires close coordination of activities across multiple jurisdictions and time zones and consumes significant management resources. We will be subject to a number of risks associated with international business activities that may increase our costs, impact our ability to sell our vehicles and require significant management attention. These risks include:

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In addition, our associate in Thailand is subject to restrictions on foreign ownership in Thailand. The laws and regulations in Thailand place restrictions on foreign investment in, control over, management of, ownership of and ability to obtain licenses for entities engaged in a number of business activities. Pursuant to the Thai Foreign Business Operations Act, B.E. 2542 (1999), or the FBOA, a person or entity that is “Non-Thai” (as defined in the FBOA) cannot conduct certain restricted businesses in Thailand, including businesses which could be categorized as “service businesses” that our Thai entity, Zapp Manufacturing, operates, unless an appropriate license is obtained. Mr. Swin Chatsuwan (“Mr. Chatsuwan”), our Co-Founder and CEO, who is a Thai individual, owns 50.98% of the shares in Zapp Manufacturing and Mr. Kiattipong Arttachariya (“Mr. Arttachariya”) and Mrs. Siriwaree Patravanich each hold one share, while we own approximately 49.00%. At present, Thai law requires that a limited company must maintain at least three shareholders at all times. However, if these regulations change or are interpreted different in the future, or if the relevant Thai authorities take the view that the shareholding arrangements of Zapp Manufacturing do not comply with applicable laws and regulations, including the requirements, prohibitions or restrictions on foreign investment and ownership in our lines of business or with respect to necessary registrations, permits or licenses to operate our business, or if these regulations change or are interpreted differently in the future, we may face a range of consequences, including civil and criminal penalties against our local entities and their shareholders, monetary penalties, restrictions or suspension on operations and the need to reorganize our ownership arrangements in Thailand.

If we fail to successfully address these risks, our business, prospects, financial condition and operating results could be materially harmed.

If our vehicle owners modify our vehicles regardless of whether third-party aftermarket products are used, the vehicle may not operate properly, which may create negative publicity and could harm our business.

Automotive enthusiasts may seek to alter our vehicles to modify their performance which could compromise vehicle safety and security systems. Also, customers may customize their vehicles with aftermarket parts that can compromise driver safety. We do not test, nor do we endorse, such changes or products. In addition, customers may attempt to modify our vehicles’ charging systems that can compromise the vehicle systems or expose our customers to injury. Such unauthorized modifications could reduce the safety and security of our vehicles and any injuries resulting from such modifications could result in adverse publicity, which may negatively affect our brand and thus harm our business, prospects, financial condition and operating results.

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If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry or are subject to negative publicity, then our business, prospects, financial condition and operating results may suffer materially.

Customers may be less likely to purchase our vehicles if they are not convinced that our business will succeed or that our service and support and other operations will continue in the long-term. Similarly, suppliers and other third parties may be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in our vehicles, long-term financial viability and business prospects. Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as our limited operating history; customer unfamiliarity with our vehicles and EVP2Ws in general; any delays in scaling production, delivery and service operations to meet demand; competition and uncertainty regarding the future of our vehicles and EVP2Ws in general; and our production and sales performance compared with market expectations.

Our financial results may vary significantly from period to period due to fluctuations in our operating costs, product demand, and other factors.

We expect our period-to-period financial results to vary based on our operating costs and product demand, which we anticipate will fluctuate as we continue to design, develop, produce and distribute new vehicles. Additionally, our revenue from period to period may fluctuate as we build out global distribution, add new product derivates based on market demand and margin opportunities and introduce new or existing EVs to new markets.

Moreover, our revenue from period to period may fluctuate due to seasonality. As a seller of P2Ws, we expect to be impacted by seasonality, primarily by weather. During winter or colder months, sales of vehicles tend to slow while during warmer months, sales increase. In Europe we expect revenue to be higher in the months of March through September, correlating with high deliveries and when we plan to offer most of our potential customer ride experiences. During the months of October through February, we will be focused on order bank building. Such seasonality may cause our revenue to vary from quarter to quarter which can make forecasting more difficult and may adversely affect our ability to predict financial results accurately.

As a result of these factors, we believe that quarter-to-quarter comparisons of our financial results, may not necessarily be meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet the expectations of equity research analysts, ratings agencies or investors, who may be focused only on quarterly financial results. If any of this occurs, the trading price of Pubco Ordinary Shares could fall substantially, either suddenly or over time.

We collect and process certain information about our customers and their vehicles and are subject to various privacy and consumer protection laws.

We collect, receive, store, transmit and otherwise process different types of information about or related to a range of individuals, including our customers, website visitors, our employees, job applicants and employees of other companies that we do business with (such as our vendors and suppliers). In addition to the information we collect from our customers to complete a sale or transaction, we may in the future use our vehicles’ onboard electronic systems to capture information about each EV’s use, such as location, charge time, battery usage, mileage and driving behavior, among other things, to aid us in providing services including EV diagnostics, repair, maintenance, insurance, roadside assistance and vehicle emergency services. Our customers may choose not to provide this data, which may harm our business and prospects. Possession and use of our customers’ vehicle use and other information may subject us to legislative and regulatory burdens and risks that could require notification of data breach, restrict our use of such information, and hinder our ability to acquire new

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customers or market to existing customers. If customers allege that we have improperly released or disclosed their sensitive personal data, we could face legal claims, lawsuits and reputational harm. If third parties improperly obtain and use sensitive personal data of our customers, we may be required to expend significant resources to resolve these problems.

As we expand our operations internationally, we will be required to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal information in the U.S., Europe, Asia-Pacific and elsewhere. Such regulations may impose additional regulatory obligations regarding the handling of personal information and further provide certain individual privacy rights to persons whose data is processed.

Data protection and privacy-related laws and regulations are evolving and may result in ever increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. For example, the EU adopted the General Data Protection Regulation (EU) 2016/679 (the “GDPR”). These laws (and other laws that have since been enacted) impose additional regulatory obligations regarding the handling of personal data and further provide certain individual privacy rights to persons whose data is processed by covered organizations.

We are subject to the GDPR and the UK data protection regime consisting primarily of the UK General Data Protection Regulation and the UK Data Protection Act 2018 (together referred to as the “UK GDPR”). The GDPR, the national implementing legislation in EU member states, and the UK GDPR impose stringent data protection requirements, some of which are different from requirements under existing data privacy laws in other jurisdictions.

The GDPR/UK GDPR also generally prohibits the transfer of personal data subject to those regimes outside of the EU/UK unless a lawful data transfer solution has been implemented or a data transfer derogation applies. Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal information from the EU and the UK to other countries. In addition, as supervisory authorities in the EEA and UK continue to issue further guidance relating to the processing of personal information, including the transfer of data, we could suffer additional costs or be subject to complaints or regulatory investigations or fines if there are allegations of non-compliance, and if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. Loss, retention or misuse of certain information and alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose us to potential liability and may require us to expend significant resources on data security and in responding to and defending such allegations and claims.

We may also become subject to evolving EU and UK privacy laws on cookies and e-marketing. In the EU and the UK, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive may be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the EU and the UK, informed consent is required for the placement of most cookies or similar technologies that store information, or access information stored, on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision, regulators’ recent guidance and recent campaigns by a not-for-profit organization are driving increased attention to cookies and tracking technologies. There is also a general increasing awareness of how Internet user data is being used by companies, in particular, focused on the use of cookies to collect or aggregate information about Internet users’ online browsing activity. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and

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impairments on our marketing and personalization activities, may require significant changes to our business and may negatively impact our efforts to understand users.

Additionally, other countries outside of Europe and the United States, including countries we either operate or may in the future operate within, are considering enacting legislation implementing data protection requirements or imposing cross-border data transfer restrictions or laws requiring local data residency. For example, on May 27, 2019, the Personal Data Protection Act B.E. 2562 (2019) (the “PDPA”) was published in the royal gazette of Thailand. The PDPA came into effect on June 1, 2022. There are uncertainties as to how the PDPA will be implemented in practice and how compliance with the PDPA will affect our operations. Compliance with additional laws and regulations could be expensive and result in significant penalties (for example, fines for certain breaches of the GDPR or the UK GDPR are up to the greater of €20 million/£17.5 million or 4% of total global annual turnover), and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Failure to comply with applicable laws and regulations could result in lawsuits, regulatory enforcement actions against us or other liability. For example, our misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, and/or result in significant liability and damage to our reputation and credibility. In addition, we may also face civil claims including representative actions and other class action type litigation (where individuals have alleged to suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm. These possibilities, if borne out, could have a negative impact on revenues and profits. If a third party alleges that we have violated applicable data privacy laws, we could face legal claims and damages as well as reputational harm among consumers, investors, and strategic partners.

Although we make reasonable efforts to comply with all applicable data protection laws and regulations, our interpretations and efforts may have been or may prove to be insufficient or incorrect. We also make public statements about our use and disclosure of personal information through our privacy policy, information provided on our website and other public statements. Although we endeavor to ensure that our public statements are complete, accurate and fully implemented, we may at times fail to do so or be alleged to have failed to do so. We may be subject to potential regulatory or other legal action if such policies or statements are found to be deceptive, unfair or misrepresentative of our actual practices. In addition, from time to time, concerns may be expressed about whether our products and services compromise the privacy of our customers and others. Any concerns about our data privacy and security practices (even if unfounded), or any failure, real or perceived, by us to comply with our posted privacy policies or with any legal or regulatory requirements, standards, certifications or orders or other privacy or consumer protection-related laws and regulations applicable to us, could cause our customers, riders and users to reduce their use of our products and services.

In addition, the regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future, and it is possible that applicable laws and regulations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules, or our practices. Any failure or perceived failure by us to comply with applicable privacy and data security laws and regulations, our privacy policies, or our privacy-related obligations to users or other third parties, or any compromise of security that results in the unauthorized access to or transfer of personal information or other customer data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our customers and users to lose trust in us, which would have an adverse effect on our reputation and business. We may also incur significant expenses to comply with privacy, consumer protection and security standards and controls imposed by laws, regulations, industry standards or contractual obligations.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of our users’ data, or regarding the manner in which the express or implied consent of users for the use and disclosure of such data is obtained-or in how these applicable laws, regulations or industry practices are interpreted and enforced by state, federal and international privacy regulators-could require us to modify our

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services and features, possibly in a material and costly manner, may subject us to legal claims, regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that our users voluntarily share with us.

If we fail to offer high-quality customer service covering the delivery and after-sales care of our vehicles, or fail to maintain a superior customer support experience, our business and reputation will suffer.

We aim to provide consumers with a high-quality customer service experience, including providing our customers with the ability to order via our single e-commerce platform and after-sales services. Our services may fail to meet our customers’ expectations, which could adversely affect our business, reputation and results of operations.

We intend to make deliveries and provide after-sale services primarily by franchised, independent service agents, “Zappers.” However, we cannot assure you that we will be able to enter into acceptable arrangements with any such third-party agents. We and our Zappers, have no experience or limited experience in servicing our vehicles. Servicing EVP2Ws is different from servicing ICE vehicles and requires specialized skills, including high voltage training and servicing techniques. There can be no assurance that our after-sale service arrangements will adequately address the service requirements of our customers to their satisfaction, or that we and our franchisees will have sufficient resources to meet these service requirements in a timely manner as the volume of vehicles we deliver increases. Any failure to quickly resolve issues and provide effective support, or a market perception that we do not maintain effective and responsive support, could adversely affect our brand and reputation, our ability to retain customers or sell additional products and services to existing customers, and our business, financial condition, and results of operations.

Our industry and its technology are rapidly evolving and may be subject to unforeseen changes. Developments in alternative technologies or improvements in current and future enabling and competitive technologies, including alternatives to electricity as a fuel source, may adversely affect the demand for our vehicles.

We may be unable to keep up with changes in EV technology or alternatives to electricity as a fuel source and, as a result, our competitiveness may suffer. Developments in alternative technologies, such as advanced diesel, hydrogen, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the ICE or the cost of gasoline, may materially and adversely affect our business and prospects in ways we do not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as customers’ preferred alternative to our vehicles. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced alternative fuel vehicles and EVs, which could result in the loss of competitiveness of our vehicles, decreased revenue and a loss of market share to competitors. Our research and development efforts may not be sufficient to adapt to changes in alternative fuel and EV technology. As technologies change, we plan to upgrade or adapt our vehicles with the latest technology. However, our vehicles may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our vehicles. Additionally, the introduction and integration of new technologies into our vehicles may increase our costs and capital expenditures required for the production and manufacture of our vehicles and, if we are unable to cost efficiently implement such technologies, our business, prospects, financial condition and operating results could be materially and adversely affected.

Our business may suffer if our products or features contain defects or fail to perform as expected. We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image, business, and results of operations.

If our vehicles or battery packs contain design or manufacturing defects that cause them not to perform as expected or that require repair, our ability to develop, market and sell our products and services may be harmed, and we may experience delivery delays, product recalls, product liability, breach of warranty and consumer

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protection claims and significant warranty and other expenses. Although we are protected under back-to-back warranties by our contract manufacturer and all of our suppliers and will maintain warranty reserves to cover warranty-related claims on our vehicles and battery packs once our vehicles enter production, we cannot be certain that the terms of these warranties can sufficiently shield us from potential liabilities when they arise or our reserve will be sufficient to cover future warranty claims.

Furthermore, our vehicles utilizes software in their dashboards, which may contain latent defects or errors or be subject to external attacks. Although we attempt to remedy any issues we observe in our vehicles as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not completely satisfy our customers. While we perform extensive internal testing on our vehicles and features, we currently have a limited frame of reference by which to evaluate their long-term quality, reliability, durability and performance characteristics when operating in the field. There can be no assurance that we will be able to detect and fix all defects in our vehicles prior to their sale to or installation for customers.

Any product recall in the future, whether initiated by us or a supplier, and whether the product recall involves our or a competitor’s product, may result in adverse publicity, damage our brand image, and adversely affect our business, prospects, financial condition and operating results. Such recalls, whether caused by systems or components engineered or manufactured by us or our suppliers, may involve significant expense, the possibility of lawsuits, and diversion of management’s attention and other resources, which could adversely affect our brand image and our business, prospects, financial condition and operating results.

We are subject to cybersecurity risks to our various systems and software and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business.

We are at risk for interruptions, outages and breaches of (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; (b) facility security systems, owned by us or our third-party vendors or suppliers; (c) in-product technology, owned by us or our third-party vendors or suppliers; (d) the integrated software in our vehicles; (e) our website; or (f) customer data that we process or our third-party vendors or suppliers process on our behalf. In addition, we and our third-party vendors or suppliers that host our data may encounter attempted attacks on their networks that may take a variety of forms, including denial of service attacks, infrastructure attacks, botnets, malicious file attacks, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms, and malicious software programs. All of these types of cyber incidents can give rise to a variety of losses and costs, including legal exposure and regulatory fines, damages to reputation, and others. These incidents could also materially disrupt operational systems; result in loss of intellectual property, trade secrets, other proprietary or competitively sensitive information and data generally (including personal information); compromise certain information of customers, employees, suppliers, riders, users or others; harm our reputation or brand; or affect the performance of our in-product technology and the integrated software in our vehicles.

A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently, are becoming increasingly diverse and sophisticated, and may be difficult to detect for long periods of time. Although we maintain information technology measures designed to protect us against intellectual property theft, data breaches and other cyber incidents, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply

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chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our vehicles and battery solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that these systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information, intellectual property or personal information that we hold could be compromised or misappropriated and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

A significant cyber incident could impact production capability, disrupt our operations, harm our reputation, cause us to breach our contracts with other parties or subject us to regulatory actions or litigation, any of which could materially affect our business, prospects, financial condition and operating results.

We also work with partners and third-party service providers or vendors that collect, store and process such data on our behalf and in connection with our products and services. There can be no assurance that any security measures that we or our third-party service providers or vendors have implemented will be effective against current or future security threats. While we have developed systems and processes designed to protect the availability, integrity, confidentiality and security of us and our customers’, website visitors’, employees’ and others’ data, our security measures or those of our third-party service providers or vendors could fail and result in security incidents, including unauthorized access to or disclosure, acquisition, encryption, modification, misuse, loss, destruction or other compromise of such data. If a compromise of such data were to occur, we may have liability under our contracts with other parties and under applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such an incident. Various laws require us to provide notice to customers, regulators, or other agencies when certain sensitive information has been compromised as a result of a security breach. There are significant differences between the laws of the various jurisdictions, and as a result compliance in the event of a widespread data breach could be complicated, in addition to being costly. Depending on the facts and circumstances of such an incident, these damages, penalties, fines and costs could be significant. Such an event could harm our reputation and result in litigation against us. Any of these results could materially adversely affect our business, prospects, financial condition and operating results.

Vehicle retail sales depend heavily on affordable interest rates, credit risk, and availability of credit for vehicle financing and a substantial increase in interest rates or decrease in availability of credit could materially and adversely affect our business, prospects, financial condition and operating results.