{"url_path":"/sec/zcar/8-k/2026-06-26/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/A","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-072626-index.html","accession_number":"0001213900-26-072626","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-072626-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":757,"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 Stock, par\nvalue $0.0001 per share (the \"Preferred Shares\"), and (ii) one Series A warrant to purchase shares of the Company’s common stock,\npar 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 sold an aggregate of\n537 Units, consisting of 537 Preferred Shares and 537 Warrants to purchase up to an aggregate of 10,740,000 shares of Common Stock (based\non 20,000 shares of Common Stock per Warrant), for aggregate gross proceeds to the Company of approximately $537,000, before deducting\nplacement 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\nan additional $5,000,000 of Units issuable pursuant to an overallotment option exercisable by the placement agent in its sole discretion,\nin one or more closings, with a minimum subscription threshold of $1,000,000 having been satisfied. The Offering is scheduled to terminate\non July 30, 2026, unless extended in the Company’s discretion. Subscription amounts were deposited into escrow with CSC Delaware Trust\nCompany, as escrow agent, pending the Second Closing.\n\n \n\nThe Preferred Shares are convertible into shares of Common Stock in\naccordance with the terms of the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series\nA Convertible Preferred Stock (the \"Certificate of Designation\"), at an initial conversion price of $0.05 per share, subject\nto adjustment as provided therein, including pursuant to an alternate conversion right and price-reset provisions set forth in the Certificate\nof Designation. The Warrants have an exercise price of $0.0625 per share, subject to adjustment as provided therein, are exercisable beginning\non 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 into a registration\nrights agreement (the \"Registration Rights Agreement\") with the Purchasers, pursuant to which the Company agreed to file a registration\nstatement with the U.S. Securities and Exchange Commission (the \"Commission\") registering the resale of the shares of Common\nStock issuable upon conversion of the Preferred Shares and upon exercise of the Warrants by no later than the fifteenth (15th) calendar\nday following the Second Closing, and to use its best efforts to cause such registration statement to become effective within the time\nperiods specified therein. The Registration Rights Agreement provides for the payment of partial liquidated damages in certain circumstances\nif the Company fails to satisfy its registration obligations.\n\n \n\nThinkEquity LLC (the \"Placement Agent\") acted as the exclusive\nplacement agent for the Offering pursuant to a placement agent agreement, dated as of June 18, 2026 (the \"Placement Agent Agreement\"),\nbetween the Company and the Placement Agent. As compensation for its services, the Company agreed to pay the Placement Agent a cash fee\nequal to 10.0% of the aggregate gross proceeds received by the Company from the Purchasers at each closing, to reimburse certain of the\nPlacement Agent’s expenses, to pay a non-accountable expense allowance equal to 1.0% of the gross proceeds, and to issue to the Placement\nAgent (or its designees) warrants (the \"Placement Agent Warrants\") to purchase a number of shares of Common Stock equal to 10%\nof the shares of Common Stock underlying the securities sold in the Offering, assuming full conversion. At the Second Closing, the Company\nissued Placement Agent Warrants to purchase up to 1,074,000 shares of Common Stock, representing 10% of the 10,740,000 shares of Common\nStock underlying the Warrants sold at the Second Closing, having terms substantially similar to the Warrants.\n\n \n\nThe Purchase Agreement, Registration Rights Agreement, the Placement\nAgent Agreement, the form of Placement Agent Warrant, Certificate of Designation and the Form of Series A Warrant do not purport to be\ncomplete and are qualified in their entirety by reference to the full text of such documents, copies of which (or the forms of which)\nare filed as exhibits hereto."}