false
0001854275
0001854275
2026-06-30
2026-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 30, 2026
ZOOMCAR HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40964 |
|
99-0431609 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
Anjaneya Techno Park, No.147,1st Floor
Kodihalli, Bangalore,
India |
|
560008 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+918048821871
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| NA |
|
NA |
|
NA |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, 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 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
June 30, 2026, Zoomcar Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain accredited investors (the “Purchasers”) in connection with the third closing (the
“Third Closing”) of the previously announced private placement of the Company’s Series A units (the “Units”),
each Unit consisting of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred
Shares”), and (ii) one Series A warrant to purchase one share of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) (the “Warrants,” and the transaction, the “Offering”).
The Units were sold at a purchase price of $1,000 per Unit. The Offering is being conducted pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Rule 506(c) of Regulation D promulgated thereunder.
At
the Third Closing, the Company issued and sold an aggregate of 195 Units, consisting of 195 Preferred Shares and 195 Warrants to purchase
up to an aggregate of 3,900,000 shares of Common Stock (based on 20,000 shares of Common Stock per Warrant), for aggregate gross proceeds
to the Company of approximately $195,000, before deducting placement agent fees and offering expenses. The Offering provides for the
sale of up to an aggregate of $5,000,000 of Units, plus up to an additional $5,000,000 of Units issuable pursuant to an overallotment
option exercisable by the placement agent in its sole discretion, in one or more closings, with a minimum subscription threshold of $1,000,000
having been satisfied. The Offering is scheduled to terminate on July 30, 2026, unless extended in the Company’s discretion. Subscription
amounts were deposited into escrow with CSC Delaware Trust Company, as escrow agent, pending the Third Closing.
The
Preferred Shares are convertible into shares of Common Stock in accordance with the terms of the Amended and Restated Certificate of
Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (the “Certificate of Designation”),
at an initial conversion price of $0.05 per share, subject to adjustment as provided therein, including pursuant to an alternate conversion
right and price-reset provisions set forth in the Certificate of Designation. The Warrants have an exercise price of $0.0625 per share,
subject to adjustment as provided therein, are exercisable beginning on the date of issuance, and expire five (5) years from the date
of issuance.
In
connection with the Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)
with the Purchasers, pursuant to which the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission
(the “Commission”) registering the resale of the shares of Common Stock issuable upon conversion of the Preferred
Shares and upon exercise of the Warrants by no later than the fifteenth (15th) calendar day following the Third Closing, and to use its
best efforts to cause such registration statement to become effective within the time periods specified therein. The Registration Rights
Agreement provides for the payment of partial liquidated damages in certain circumstances if the Company fails to satisfy its registration
obligations.
ThinkEquity
LLC (the “Placement Agent”) acted as the exclusive placement agent for the Offering pursuant to a placement agent
agreement, dated as of June 30, 2026 (the “Placement Agent Agreement”), between the Company and the Placement Agent.
As compensation for its services, the Company agreed to pay the Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds
received by the Company from the Purchasers at each closing, to reimburse certain of the Placement Agent’s expenses, to pay a non-accountable
expense allowance equal to 1.0% of the gross proceeds, and to issue to the Placement Agent (or its designees) warrants (the “Placement
Agent Warrants”) to purchase a number of shares of Common Stock equal to 10% of the shares of Common Stock underlying the securities
sold in the Offering, assuming full conversion. At the Third Closing, the Company issued Placement Agent Warrants to purchase up to 390,000
shares of Common Stock, representing 10% of the 3,900,000 shares of Common Stock underlying the Warrants sold at the Third Closing, having
terms substantially similar to the Warrants.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Placement Agent Agreement, the Certificate of
Designation, the Form of Series A Warrant, and the Form of Placement Agent Warrant do not purport to be complete and are qualified in
their entirety by reference to the full text of such documents, copies of which (or the forms of which) are filed as exhibits hereto
and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
Units, the Preferred Shares, the Warrants and the Placement Agent Warrants described in Item 1.01 above, and the shares of Common Stock
issuable upon conversion of the Preferred Shares and upon exercise of the Warrants and the Placement Agent Warrants, were offered and
sold without registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act and Rule 506(c) of Regulation D promulgated thereunder. The Company relied on these exemptions based, in part, on representations
made by each Purchaser, including that each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation
D, and the Company took reasonable steps to verify each Purchaser’s accredited investor status. The securities have not been registered
under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable
exemption from such registration requirements.
This
Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed on July 18, 2025, Zoomcar Holdings Inc. and Zoomcar India Private Limited (collectivelly, the “Zoomcar
Entities”) entered into a Consultant Agreement, dated May 9, 2025 (the “Consultant Agreement”), with Deepankar
Tiwari (collectively, with the Zoomcar Entities, the “Parties”), pursuant to which Deepankar Tiwari was engaged to
serve as Chief Executive Officer of the Zoomcar Entities.
On
June 10, 2026, the Parties amended the Consultant Agreement (the “Amendment”), extending the term of the Consultant
Agreement for an additional one-year period, from May 9, 2026 to May 9, 2027, on substantially the same terms and conditions as currently
in effect.
The
foregoing descriptions of the Consultant Agreement and the Amendment do not purport to be complete and are qualified in their entirety
by reference to the full text of such documents, copies of which are filed as exhibits hereto and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock of Zoomcar Holdings, Inc., filed with the Secretary of State of the State of Delaware on June 2, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 4.1 |
|
Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 4.2 |
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 10.1 |
|
Form of Securities Purchase Agreement, by and among Zoomcar Holdings, Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 10.2 |
|
Form of Registration Rights Agreement, by and among Zoomcar Holdings, Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2026). |
| 10.3* |
|
Placement Agent Agreement, dated as of June 30, 2026, by and between Zoomcar Holdings, Inc. and ThinkEquity LLC. |
| 10.4 |
|
Consultant Agreement, dated as of May 9, 2025, by and between Zoomcar India Private Limited, Zoomcar Holdings, Inc. and Deepankar Tiwari (incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 Registration Statement filed with the SEC on July 18, 2025). |
| 10.5* |
|
First Amendment to Consultancy Agreement, dated as of June 10, 2026, by and between Zoomcar India Private Limited, Zoomcar Holdings, Inc. and Deepankar Tiwari. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
July 6, 2026 |
ZOOMCAR
HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Shachi Singh
|
| |
Name: |
Shachi Singh |
| |
Title: |
Chief Financial Officer |
4
