{"url_path":"/sec/zcar/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-065928-index.html","accession_number":"0001213900-26-065928","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-065928-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":743,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 2, 2026, Zoomcar Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)\nwith certain accredited investors (the “Purchasers”) in connection with the initial closing (the “First Closing”)\nof a private placement of the Company’s Series A units (the “Units”), each Unit consisting of (i) one share of the\nCompany’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), and (ii) one\nSeries A warrant to purchase one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)\n(the “Warrants,” and the transaction, the “Offering”). The Units were sold at a purchase price of $1,000 per\nUnit. The Offering is being conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),\nand Rule 506(c) of Regulation D promulgated thereunder.\n\n \n\nAt\nthe First Closing, the Company issued and sold an aggregate of 1,143 Units, consisting of 1,143 Preferred Shares and Warrants to purchase\nup to 1,143 shares of Common Stock, for aggregate gross proceeds to the Company of approximately $1,143,000, before deducting placement\nagent 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\n$5,000,000 of Units issuable pursuant to an overallotment option exercisable by the placement agent in its sole discretion, in one or\nmore closings, with a minimum subscription threshold of $1,000,000 having been satisfied. The Offering is scheduled to terminate on June\n30, 2026, unless extended in the Company’s discretion. Subscription amounts were deposited into escrow with CSC Delaware Trust\nCompany, as escrow agent, pending the First Closing.\n\n \n\nThe\nPreferred Shares are convertible into shares of Common Stock in accordance with the terms of the Amended and Restated Certificate of\nDesignation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (the “Certificate of Designation”),\nat an initial conversion price of $0.05 per share, subject to adjustment as provided therein, including pursuant to an alternate conversion\nright and price-reset provisions set forth in the Certificate of Designation. The Warrants have an exercise price of $0.0625 per share,\nsubject to adjustment as provided therein, are exercisable beginning on the date of issuance, and expire five (5) years from the date\nof issuance.\n\n \n\nIn\nconnection with the Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)\nwith the Purchasers, pursuant to which the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission\n(the “Commission”) registering the resale of the shares of Common Stock issuable upon conversion of the Preferred Shares\nand upon exercise of the Warrants by no later than the fifteenth (15th) calendar day following the First Closing, and to use its best\nefforts to cause such registration statement to become effective within the time periods specified therein. The Registration Rights Agreement\nprovides for the payment of partial liquidated damages in certain circumstances if the Company fails to satisfy its registration obligations.\n\n \n\nThinkEquity\nLLC (the “Placement Agent”) acted as the exclusive placement agent for the Offering pursuant to a placement agent agreement,\ndated as of June 2, 2026 (the “Placement Agent Agreement”), between the Company and the Placement Agent. As compensation\nfor its services, the Company agreed to pay the Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds received by\nthe Company from the Purchasers at each closing, to reimburse certain of the Placement Agent’s expenses, to pay a non-accountable\nexpense allowance equal to 1.0% of the gross proceeds, and to issue to the Placement Agent (or its designees) warrants (the “Placement\nAgent Warrants”) to purchase a number of shares of Common Stock equal to 10% of the shares of Common Stock underlying the securities\nsold in the Offering, assuming full conversion. At the First Closing, the Company issued Placement Agent Warrants to purchase up to 115\nshares of Common Stock, having terms substantially similar to the Warrants.\n\n \n\n1\n\n \n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, the Certificate of Designation, the form of Warrant, the Registration Rights Agreement,\nthe Placement Agent Agreement and the form of Placement Agent Warrant do not purport to be complete and are qualified in their entirety\nby reference to the full text of such documents, copies of which (or the forms of which) are filed as exhibits to this Current Report\non Form 8-K and are incorporated herein by reference."}