{"url_path":"/sec/zcar/8-k/2026-06-05/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":246,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.\n\n \n\nThe\nUnits, the Preferred Shares, the Warrants and the Placement Agent Warrants described in Item 1.01 above, and the shares of Common Stock\nissuable upon conversion of the Preferred Shares and upon exercise of the Warrants and the Placement Agent Warrants, were offered and\nsold without registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the\nSecurities Act and Rule 506(c) of Regulation D promulgated thereunder. The Company relied on these exemptions based, in part, on representations\nmade by each Purchaser, including that each Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation\nD, and the Company took reasonable steps to verify each Purchaser’s accredited investor status. The securities have not been registered\nunder the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable\nexemption from such registration requirements.\n\n \n\nThis\nCurrent 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\nbe any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such state or jurisdiction."}