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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): April 28, 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.
ACM Letter Agreement
On May 6, 2026, Zoomcar Holdings, Inc. (the
“Company”) entered into a letter agreement (the “ACM Letter Agreement”) with ACM Zoomcar Convert LLC
(“ACM”), with respect to the previously disclosed judgment entered against the Company in favor of ACM in the principal
amount of approximately $6,000,000 (together with interest and other amounts, the “ACM Judgment”). Pursuant to the ACM
Letter Agreement, (i) the Company will pay ACM $2,500,000 in cash on or before October 31, 2026; (ii) following satisfaction of the
cash payment in full, the residual balance of the ACM Judgment (approximately $3,500,000) will be satisfied by issuance to ACM of
equity securities of the Company at the price and on the economic terms of the next Company financing closed prior to the date the
cash payment is made in full; (iii) ACM is entitled to receive at least 10% of the gross proceeds of any capital raising activity of
the Company (or, if greater, the highest percentage of such gross proceeds received by any other creditor of the Company in
connection with such capital raise); (iv) ACM has agreed to a courtesy standstill through March 31, 2027, subject to ACM’s
right in its sole discretion to terminate such standstill at any time; and (v) the Company has agreed to submit a confession of
judgment to ACM in respect of the ACM Judgment (the “ACM Confession of Judgment”), withdraw all pending appeals of the
ACM Judgment, and provide ACM with a list of the Company’s assets and bank accounts. The foregoing description is qualified in
its entirety by reference to the ACM Letter Agreement, copy of which is filed as Exhibit 10.1, and incorporated herein by
reference.
CFI Standstill Agreement
On May 14, 2026, the Company entered into a standstill
agreement with CFI Capital LLC (“CFI”) in respect of the convertible redeemable promissory note in the original principal
amount of $150,000 previously issued by the Company to CFI on August 24, 2025 (the “CFI Note”), pursuant to which CFI has
agreed not to exercise its right to convert the CFI Note into shares of the Company’s common stock at a market-based conversion
price prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to the CFI Standstill Agreement,
a copy of which is filed as Exhibit 10.2 and incorporated herein by reference.
Labrys Standstill Agreement
On May 15, 2026, the Company entered into a standstill
agreement with Labrys Fund II, L.P. (“Labrys”) in respect of the promissory note in the original principal amount of $180,000
previously issued by the Company to Labrys on August 19, 2025 (the “Labrys Note”), pursuant to which Labrys has agreed to
forbear from exercising any right to convert the Labrys Note into shares of the Company’s common stock at a market-based conversion
price following an event of default prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to
the Labrys Standstill Agreement, a copy of which is filed as Exhibit 10.3 and incorporated herein by reference.
Reimer Settlement Agreement
On May 1, 2026, the Company entered into a Confidential
Settlement Agreement and General Release (the “Reimer Settlement Agreement”) with Reimer Family Partnership, L.P., Michael
Schiavello, and Vasilios Takos (collectively, the “Reimer Plaintiffs”) in resolution of the previously disclosed action captioned
Reimer Family Partnership, L.P., et al. v. Zoomcar Holdings, Inc., Index No. 651695/2026, in the Supreme Court of the State of New York,
County of New York (the “Reimer Action”). Pursuant to the Reimer Settlement Agreement, (i) subject to entry of an order approving
the fairness of the contemplated exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities
Act”, and such order, the “Section 3(a)(10) Order”), the Company will issue an aggregate of 39,000,000 shares of common
stock (the “Reimer Settlement Shares”) to the Reimer Plaintiffs on January 1, 2027 (or, if later, within five business days
after entry of the Section 3(a)(10) Order); (ii) the Reimer Plaintiffs are subject to a thirteen-month leak-out and the aggregate consideration
the Reimer Plaintiffs may receive in connection with the Reimer Settlement Agreement is capped at $2,000,000 (including share sale proceeds
and any true-up payments); and (iii) the Company executed a Confession of Judgment pursuant to CPLR § 3218 in the principal amount
of $2,500,000 (the “Reimer Confession of Judgment”) as a backstop to the Company’s obligations under the Reimer Settlement
Agreement, subject to the foregoing $2,000,000 cap.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K relating to the $2,500,000 cash payment obligation under the ACM Letter Agreement, the ACM Confession of Judgment,
and the Reimer Confession of Judgment is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K relating to the issuance of equity securities to ACM in satisfaction of the residual balance of the ACM Judgment
and the issuance of the Reimer Settlement Shares is incorporated by reference into this Item 3.02. The issuance to ACM will be made in
reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The issuance of the Reimer Settlement
Shares will be made in reliance on Section 3(a)(10) of the Securities Act, conditioned on entry of the Section 3(a)(10) Order.
Item 5.02 Departure of Directors or Certain Officers.
Resignation of Director
On May 10, 2026, Mohan Ananda notified the Company
of his resignation from the Board of Directors of the Company, effective as of May 10, 2026. Mr. Ananda’s resignation did not result
from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Resignation of Chief Legal Officer
On April 28, 2026, Shachi Singh notified the Company
of her resignation as Chief Legal Officer & General Counsel of the Company, effective as of April 28, 2026. Ms. Singh’s resignation
did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 8.01 Other Events.
Court Order Vacating TRO and Scheduling Section 3(a)(10) Fairness
Hearing
On May 4, 2026, the Hon. Melissa A. Crane of the
Supreme Court of the State of New York, County of New York, entered a Decision + Order on Motion in the Reimer Action (NYSCEF Doc. No.
96), vacating the previously entered temporary restraining order and scheduling a fairness hearing on the Reimer Settlement Agreement
to be conducted on the papers on June 1, 2026, with all papers to be filed by May 29, 2026, unless an objection requiring an in-person
hearing is filed. The issuance of the Reimer Settlement Shares is conditioned upon entry of the Section 3(a)(10) Order following the fairness
hearing.
Aegis Termination Letter and Indemnification Agreement
On April 29, 2026, the Company executed a Termination
Letter and an Indemnification Agreement (together, the “Aegis Documents”) with Aegis Capital Corp. (“Aegis”).
The Aegis Documents provide for the termination of the Company’s prior placement agent and underwriting engagement agreements with
Aegis (other than certain surviving tail rights) in exchange for the future issuance to Aegis (or its designee) of units of securities,
on the same terms as units issued to investors in the Company’s contemplated private placement of Series A Convertible Preferred
Stock and warrants, having an aggregate value of $2,000,000 (the “Consideration Securities”). The Aegis Documents are executory
and will not become effective until the issuance of the Consideration Securities, which is to occur on the earliest of (i) 60 days following
consummation of the Company’s contemplated uplisting to a national securities exchange and (ii) December 31, 2026. The Company is
providing this disclosure in connection with the contemporaneous disclosure of the Aegis Documents to prospective investors in the contemplated
private placement; the Company expects to provide further disclosure under Items 1.01, 3.02, and 9.01 at such time as the Consideration
Securities are issued.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
|
Letter Agreement, dated May 6, 2026, between Zoomcar Holdings, Inc. and ACM Zoomcar Convert LLC. |
| |
|
|
| 10.2 |
|
Standstill Agreement, dated May 14, 2026, between Zoomcar Holdings, Inc. and CFI Capital LLC. |
| |
|
|
| 10.3 |
|
Standstill Agreement, dated May 15, 2026, between Zoomcar Holdings, Inc. and Labrys Fund II, L.P. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These statements
are subject to risks and uncertainties that could cause actual results to differ materially, including the risk factors described in the
Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement, except as required
by law.
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.
| |
ZOOMCAR HOLDINGS, INC. |
| |
|
|
| Date: May 19, 2026 |
By: |
/s/ Deepankar Tiwari |
| |
Name: |
Deepankar Tiwari |
| |
Title: |
Chief Executive Officer |
