{"url_path":"/sec/zcar/8-k/2026-07-06/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":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-075561-index.html","accession_number":"0001213900-26-075561","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-075561-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":771,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 30, 2026, Zoomcar Holdings Inc. (the “**Company**”) entered into a securities purchase agreement (the “**Purchase\nAgreement**”) with certain accredited investors (the “**Purchasers**”) in connection with the third closing (the\n“**Third Closing**”) of the previously announced private placement of the Company’s Series A units (the “**Units**”),\neach Unit consisting of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “**Preferred\nShares**”), and (ii) one Series A warrant to purchase one share of the Company’s common stock, par value $0.0001 per share\n(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\nthe Third Closing, the Company issued and sold an aggregate of 195 Units, consisting of 195 Preferred Shares and 195 Warrants to purchase\nup to an aggregate of 3,900,000 shares of Common Stock (based on 20,000 shares of Common Stock per Warrant), for aggregate gross proceeds\nto the Company of approximately $195,000, before deducting placement agent fees and offering expenses. The Offering provides for the\nsale 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 July 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 Third 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\nShares and upon exercise of the Warrants by no later than the fifteenth (15th) calendar day following the Third Closing, and to use its\nbest efforts to cause such registration statement to become effective within the time periods specified therein. The Registration Rights\nAgreement provides for the payment of partial liquidated damages in certain circumstances if the Company fails to satisfy its registration\nobligations.\n\n \n\nThinkEquity\nLLC (the “**Placement Agent**”) acted as the exclusive placement agent for the Offering pursuant to a placement agent\nagreement, dated as of June 30, 2026 (the “**Placement Agent Agreement**”), between the Company and the Placement Agent.\nAs compensation for its services, the Company agreed to pay the Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds\nreceived by the 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 Third Closing, the Company issued Placement Agent Warrants to purchase up to 390,000\nshares of Common Stock, representing 10% of the 3,900,000 shares of Common Stock underlying the Warrants sold at the Third Closing, having\nterms substantially similar to the Warrants.\n\n \n\n1\n\n \n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Placement Agent Agreement, the Certificate of\nDesignation, the Form of Series A Warrant, and the Form of Placement Agent Warrant do not purport to be complete and are qualified in\ntheir entirety by reference to the full text of such documents, copies of which (or the forms of which) are filed as exhibits hereto\nand are incorporated herein by reference."}