Zoomcar (ZCAR) amends Series A private placement and warrant details

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. filed an amended report updating details of its Series A unit private placement. At the second closing, the company sold 537 Units at $1,000 each, for aggregate gross proceeds of about $537,000. Each Unit includes one share of Series A Convertible Preferred Stock and one warrant for 20,000 common shares, for a total of 10,740,000 warrant shares at this closing.

The preferred stock is initially convertible into common stock at $0.05 per share, while the investor warrants are exercisable at $0.0625 per share for five years. The company also issued placement agent warrants for 1,074,000 common shares and agreed to cash and expense-based fees. The overall offering permits sales of up to $5,000,000 of Units plus a $5,000,000 overallotment, and the scheduled termination date has been extended to July 30, 2026.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Units sold at second closing: 537 Units Unit purchase price: $1,000 per Unit Gross proceeds at second closing: $537,000 +5 more

8 metrics

Units sold at second closing 537 Units Second closing of Series A unit offering

Unit purchase price $1,000 per Unit Series A private placement terms

Gross proceeds at second closing $537,000 Before placement fees and expenses

Warrant coverage 10,740,000 shares Common shares underlying 537 Series A warrants

Preferred conversion price $0.05 per share Initial conversion price for Series A preferred

Warrant exercise price $0.0625 per share Series A warrant terms

Placement agent warrants 1,074,000 shares 10% of shares underlying investor warrants at second closing

Maximum base offering size $5,000,000 Units offered, excluding $5,000,000 overallotment option

Key Terms

Series A Convertible Preferred Stock, Warrants, Registration Rights Agreement, Rule 506(c) of Regulation D, +2 more

6 terms

Series A Convertible Preferred Stock financial

"each Unit consisting of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Warrants financial

"one Series A warrant to purchase shares of the Company’s common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Registration Rights Agreement financial

"the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Rule 506(c) of Regulation D regulatory

"The Offering is being conducted pursuant to Section 4(a)(2) of the Securities Act... and Rule 506(c) of Regulation D"

overallotment option financial

"plus up to an additional $5,000,000 of Units issuable pursuant to an overallotment option exercisable by the placement agent"

An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.

accredited investor regulatory

"including that each Purchaser is an "accredited investor" within the meaning of Rule 501(a) of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

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Available on EDGAR 06/26/2026 - 04:16 PM Accepted by SEC EDGAR 06/26/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What financing did Zoomcar (ZCAR) complete in the second Series A closing?

Zoomcar completed a second closing of its Series A unit private placement, selling 537 Units at $1,000 each for approximately $537,000 in gross proceeds. Each Unit includes one preferred share and one warrant for 20,000 common shares.

How many Zoomcar common shares are tied to the Series A warrants?

At the second closing, the Series A warrants covered up to 10,740,000 Zoomcar common shares. Each of the 537 warrants is exercisable for 20,000 shares, giving investors potential equity upside if they choose to exercise.

What are the conversion and exercise prices in Zoomcar’s Series A financing?

The Series A preferred stock initially converts into common shares at $0.05 per share. The related investor warrants are exercisable at $0.0625 per share and are immediately exercisable for five years from issuance.

When does Zoomcar’s Series A private placement offering end?

The Series A private placement is scheduled to terminate on July 30, 2026, unless Zoomcar extends it at its discretion. This amended report corrects the prior end date and confirms the updated termination schedule.

What is the total size of Zoomcar’s Series A unit offering?

The Series A unit offering allows sales of up to $5,000,000 in Units, with an additional $5,000,000 available through an overallotment option. The placement agent can exercise this option at its sole discretion in one or more closings.

What compensation does Zoomcar’s placement agent receive in this offering?

ThinkEquity LLC earns a cash fee equal to 10.0% of gross proceeds at each closing, plus a 1.0% non-accountable expense allowance and certain reimbursed expenses. It also receives placement agent warrants equal to 10% of underlying common shares sold.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Zoomcar Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on June 23, 2026 (the “Original 8-K”), which reported the second closing of the Company’s previously announced Series A unit private placement offering. This Amendment is filed solely to correct (i) the number of Units issued and sold at the Second Closing from 662 to 537, (ii) the description of the Warrants to reflect that each Warrant is exercisable for 20,000 shares of Common Stock, resulting in an aggregate of 10,740,000 shares of common stock underlying the Warrants, and (iii) the extension of the scheduled termination date of the Offering from June 30, 2026 to July 30, 2026. Except as set forth herein, this Amendment does not modify or update any other disclosure in the Original 8-K.

This Amendment amends and restates Item 1.01 and Item 3.02 of the Original Report in their entirety. Except as expressly set forth herein, this Amendment does not amend, update, or otherwise modify any other information contained in the Original Report, and the Company has not updated the disclosures contained therein to reflect any events that have occurred after the date of the Original Report. This Amendment should be read in conjunction with the Original Report.

1

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 shares 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 537 Units, consisting of 537 Preferred Shares and 537 Warrants to purchase up to an aggregate of 10,740,000 shares of Common Stock (based on 20,000 shares of Common Stock per Warrant), 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 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 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 1,074,000 shares of Common Stock, representing 10% of the 10,740,000 shares of Common Stock underlying the Warrants sold at the Second Closing, 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 Amendment 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/A 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.

2

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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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 26, 2026	ZOOMCAR HOLDINGS, INC.
	By:	/s/ Deepankar Tiwari
	Name:	Deepankar Tiwari
	Title:	Chief Executive Officer

4

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.3 PLACEMENT AGENT AGREEMENT, DATED AS OF JUNE 18, 2026, BY AND BETWEEN ZOOMCAR HOL 110.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB