Amendment: Zoomcar Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
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.
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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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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 | |
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