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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): June 2, 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 2, 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 initial closing (the “First Closing”)
of a 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 First Closing, the Company issued and sold an aggregate of 1,143 Units, consisting of 1,143 Preferred Shares and Warrants to purchase
up to 1,143 shares of Common Stock, for aggregate gross proceeds to the Company of approximately $1,143,000, 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 June
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 First 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 First 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 2, 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 First Closing, the Company issued Placement Agent Warrants to purchase up to 115
shares of Common Stock, having terms substantially similar to the Warrants.
The
foregoing descriptions of the Purchase Agreement, the Certificate of Designation, the form of Warrant, the Registration Rights Agreement,
the Placement Agent Agreement 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 to this Current Report
on Form 8-K 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the Offering, on June 2, 2026, the Company filed the Certificate of Designation with the Secretary of State of the State
of Delaware, designating a series of the Company’s preferred stock as the Series A Convertible Preferred Stock and establishing
the rights, preferences and limitations thereof. The Certificate of Designation became effective upon filing.
The
description of the Certificate of Designation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 5.03 and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which
is filed as Exhibit 3.1 hereto and is 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. |
| 4.1 |
|
Form of Series A Warrant. |
| 4.2 |
|
Form of Placement Agent Warrant. |
| 10.1 |
|
Securities Purchase Agreement, dated as of June 2, 2026, by and among Zoomcar Holdings, Inc. and the purchasers signatory thereto. |
| 10.2 |
|
Registration Rights Agreement, dated as of June 2, 2026, by and among Zoomcar Holdings, Inc. and the purchasers signatory thereto. |
| 10.3 |
|
Placement Agent Agreement, dated as of June 2, 2026, by and between Zoomcar Holdings, Inc. and ThinkEquity LLC. |
| 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: June 5, 2026 |
ZOOMCAR HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Deepankar Tiwari |
| |
Name: |
Deepankar Tiwari |
| |
Title: |
Chief Executive Officer |
