Zoomcar Holdings (ZCAR) prices $220K convertible note, 1M warrants

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. entered into a private financing with FirstFire Global Opportunities Fund, LLC on December 10, 2025. The company issued a 12% convertible promissory note with an original principal amount of $220,000, sold at a $20,000 original issue discount, providing $200,000 in net proceeds. The note matures 12 months after issuance, includes scheduled installment repayments, and may be prepaid in full at a discount to the outstanding balance, subject to its terms.

On an uncured default after 180 days from closing, FirstFire may convert outstanding obligations into common stock at 75% of the lowest trading price over the prior 15 trading days, a 25% discount to market, and the outstanding balance increases to 150% of unpaid principal and accrued interest. Zoomcar also issued pre-funded warrants for 1,000,000 shares of common stock as additional consideration and to fully settle and release all prior claims related to earlier FirstFire investments. FirstFire received 12‑month piggyback registration rights and a 12‑month right to benefit from more favorable economic terms in certain substantially similar note financings. The note, warrants and any conversion shares were issued as unregistered securities under Section 4(a)(2) and/or Rule 506 of Regulation D.

Insights

Capital markets analyst

Zoomcar adds costly short-term funding with structured downside protections for the investor.

Zoomcar Holdings raised $200,000 net through a private 12-month, $220,000 convertible note bearing 12% annual interest and issued pre-funded warrants for 1,000,000 common shares as additional consideration. The original issue discount and interest rate make this a relatively expensive form of short-term capital, and scheduled installments plus optional discounted prepayment create multiple cash-flow decision points for the company.

If an event of default remains uncured and at least 180 days have passed since closing, FirstFire may convert outstanding obligations into equity at 75% of the lowest trading price over a 15-day period, while the outstanding balance increases to 150% of unpaid principal and accrued interest. This structure concentrates risk around default scenarios, where both the repayment amount and potential share issuance increase materially. The 12-month piggyback registration right and the right to receive more favorable terms in certain future, substantially similar note deals extend FirstFire’s economic protections beyond this single transaction.

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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): December 10, 2025

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 December 10, 2025, Zoomcar Holdings, Inc. (the “Company”) closed a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), in connection with a private placement offering of a convertible promissory note in the original principal amount of $220,000.00 (the “Note”) and pre-funded warrants to purchase 1,000,000 shares of the Company’s common stock (the “Pre-Funded Warrants”) as additional consideration.

Pursuant to the Purchase Agreement, FirstFire purchased the Note with an original issue discount of $20,000.00 and net proceeds to the Company of $200,000.00.

The Note bears interest at 12% per annum and matures 12 months after issuance. The Note includes scheduled installment repayments and may be prepaid in full by the Company at a discount to the outstanding balance (including any applicable conditions, timing restrictions and pricing mechanics set forth therein). The Note is subject to a default penalty that increases the principal amount by 50% and includes customary events of default, covenants and remedies. The Note permits full prepayment by the Company at a discount to the outstanding balance, subject to the terms set forth in the Note.

In the event of an uncured default under the Note and expiry of 180 days from the closing date, FirstFire may elect to convert then-outstanding obligations (including principal, accrued interest, default interest, and other fees) into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the applicable conversion date, representing a 25% discount to market price. Upon the occurrence and continuation of an event of default, the outstanding balance of the Note is automatically increased to 150% of the sum of unpaid principal and accrued interest (the “Default Amount”).

The FirstFire Pre-Funded Warrants were issued (i) as additional consideration for the purchase of the FirstFire Note and (ii) as full and final satisfaction, settlement, release and discharge of any and all claims of FirstFire and its affiliates arising out of or relating to any prior agreements, instruments, notes, warrants, securities or other investments by FirstFire in the Company preceding the FirstFire Purchase Agreement.

The Purchase Agreement also provides FirstFire with (i) piggyback registration rights for a period of twelve (12) months following closing, subject to customary exceptions, and (ii) a time-barred right during a twelve (12) month period following closing to receive the benefit of more favorable economic terms or provisions in certain substantially similar note financings by the Company (subject to “Excluded Transaction” carve-outs and other standard conditions), including notice and automatic amendment mechanics.

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 is incorporated herein by reference. The FirstFire Note each constitute a direct financial obligation of the Company.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. The Note, the Pre-Funded Warrants and any shares of common stock issued upon conversion thereof were issued and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits 

Exhibit Number		Description
4.1		Form of Pre-Funded Warrant
10.1		Securities Purchase Agreement, dated December 10, 2025, by and between the Company and FirstFire Global Opportunities Fund, LLC
10.2		Convertible Promissory Note,  dated December 10, 2025, by and between the Company and FirstFire Global Opportunities Fund, LLC.
104		Cover Page Interactive Data File (formatted as inline XBRL)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 16, 2025	Zoomcar Holdings, Inc.
	By:	/s/ Shachi Singh
	Name:	Shachi Singh
	Title:	Chief Legal Officer

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FAQ

What financing agreement did Zoomcar Holdings (ZCAR) enter into with FirstFire?

Zoomcar Holdings, Inc. entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC for a private placement of a $220,000 convertible promissory note and pre-funded warrants to purchase 1,000,000 shares of common stock.

What are the key terms of the FirstFire convertible promissory note for Zoomcar Holdings (ZCAR)?

The note has an original principal amount of $220,000 with a $20,000 original issue discount, providing Zoomcar $200,000 in net proceeds. It bears interest at 12% per annum, matures 12 months after issuance, includes scheduled installment repayments, and may be prepaid in full at a discount to the outstanding balance under its stated conditions.

Under what conditions can the FirstFire note convert into Zoomcar Holdings (ZCAR) common stock?

If there is an uncured default under the note and 180 days have expired from the closing date, FirstFire may elect to convert then-outstanding obligations into common stock at a price equal to 75% of the lowest trading price during the 15 trading days before the conversion date, representing a 25% discount to market price.

What is the purpose of the 1,000,000 pre-funded warrants issued by Zoomcar Holdings (ZCAR)?

The pre-funded warrants to purchase 1,000,000 shares of common stock were issued as additional consideration for the note and as full and final satisfaction, settlement, release and discharge of all claims by FirstFire and its affiliates related to prior agreements, instruments, notes, warrants, securities or other investments in Zoomcar.

What registration and adjustment rights did FirstFire receive from Zoomcar Holdings (ZCAR)?

For 12 months after closing, FirstFire has piggyback registration rights, subject to customary exceptions. It also has a time-barred 12-month right to receive the benefit of more favorable economic terms or provisions in certain substantially similar note financings by Zoomcar, subject to excluded transactions and standard conditions.

Were the securities issued by Zoomcar Holdings (ZCAR) registered with the SEC?

No. The note, the pre-funded warrants and any shares of common stock issued upon conversion were issued and sold as unregistered securities pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D.