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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 18, 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 18, 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 second closing (the “Second 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 Second Closing, the Company issued and
sold an aggregate of 662 Units, consisting of 662 Preferred Shares and Warrants to purchase up to 662 shares of Common Stock, for aggregate
gross proceeds to the Company of approximately $537,000, 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 Second 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 Second 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 18, 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 Second Closing, the Company issued Placement Agent Warrants to purchase up to 67 shares of Common Stock, having terms substantially
similar to the Warrants.
The Purchase Agreement, Registration Rights Agreement,
the Placement Agent Agreement, the form of Placement Agent Warrant, Certificate of Designation and the Form of Series A 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.
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 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, dated as of June 18, 2026, 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, dated as of June 18, 2026, 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 18, 2026, by and between Zoomcar Holdings, Inc. and ThinkEquity LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 10.3 filed on June 5, 2026).. |
| 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 23, 2026 |
ZOOMCAR HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Deepankar Tiwari |
| |
Name: |
Deepankar Tiwari |
| |
Title: |
Chief Executive Officer |
