{"url_path":"/sec/zcar/8-k/2026-06-23/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":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-071110-index.html","accession_number":"0001213900-26-071110","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-071110-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":729,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 18, 2026, Zoomcar Holdings Inc. (the “Company”) entered\ninto a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”)\nin connection with the second closing (the “Second Closing”) of the previously announced private placement of the Company’s\nSeries A units (the “Units”), each Unit consisting of (i) one share of the Company’s Series A Convertible Preferred\nStock, par value $0.0001 per share (the “Preferred Shares”), and (ii) one Series A warrant to purchase one share of the Company’s\ncommon stock, par value $0.0001 per share (the “Common Stock”) (the “Warrants,” and the transaction, the “Offering”).\nThe 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\nAct of 1933, as amended (the “Securities Act”), and Rule 506(c) of Regulation D promulgated thereunder.\n\n \n\nAt the Second Closing, the Company issued and\nsold an aggregate of 662 Units, consisting of 662 Preferred Shares and Warrants to purchase up to 662 shares of Common Stock, for aggregate\ngross proceeds to the Company of approximately $537,000, before deducting placement agent fees and offering expenses. The Offering provides\nfor 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\noption exercisable by the placement agent in its sole discretion, in one or more closings, with a minimum subscription threshold of $1,000,000\nhaving been satisfied. The Offering is scheduled to terminate on June 30, 2026, unless extended in the Company’s discretion. Subscription\namounts were deposited into escrow with CSC Delaware Trust Company, as escrow agent, pending the Second Closing.\n\n \n\nThe Preferred Shares are convertible into shares\nof Common Stock in accordance with the terms of the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations\nof the Series A Convertible Preferred Stock (the “Certificate of Designation”), at an initial conversion price of $0.05 per\nshare, subject to adjustment as provided therein, including pursuant to an alternate conversion right and price-reset provisions set forth\nin the Certificate of Designation. The Warrants have an exercise price of $0.0625 per share, subject to adjustment as provided therein,\nare exercisable beginning on the date of issuance, and expire five (5) years from the date of issuance.\n\n \n\nIn connection with the Offering, the Company entered\ninto a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company\nagreed to file a registration statement with the U.S. Securities and Exchange Commission (the “Commission”) registering the\nresale of the shares of Common Stock issuable upon conversion of the Preferred Shares and upon exercise of the Warrants by no later than\nthe fifteenth (15th) calendar day following the Second Closing, and to use its best efforts to cause such registration statement to become\neffective within the time periods specified therein. The Registration Rights Agreement provides for the payment of partial liquidated\ndamages in certain circumstances if the Company fails to satisfy its registration obligations.\n\n \n\nThinkEquity LLC (the “Placement Agent”)\nacted as the exclusive placement agent for the Offering pursuant to a placement agent agreement, dated as of June 18, 2026 (the “Placement\nAgent Agreement”), between the Company and the Placement Agent. As compensation for its services, the Company agreed to pay the\nPlacement Agent a cash fee equal to 10.0% of the aggregate gross proceeds received by the Company from the Purchasers at each closing,\nto reimburse certain of the Placement Agent’s expenses, to pay a non-accountable expense allowance equal to 1.0% of the gross proceeds,\nand to issue to the Placement Agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase a number of shares\nof Common Stock equal to 10% of the shares of Common Stock underlying the securities sold in the Offering, assuming full conversion. At\nthe Second Closing, the Company issued Placement Agent Warrants to purchase up to 67 shares of Common Stock, having terms substantially\nsimilar to the Warrants.\n\n \n\nThe Purchase Agreement, Registration Rights Agreement,\nthe Placement Agent Agreement, the form of Placement Agent Warrant, Certificate of Designation and the Form of Series A Warrant do not\npurport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which (or the forms\nof which) are filed as exhibits hereto.\n\n \n\n1"}