{"url_path":"/sec/zcarw/8-k/2026-05-19/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":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-059140-index.html","accession_number":"0001213900-26-059140","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-059140-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":750,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**ACM Letter Agreement**\n\n \n\nOn May 6, 2026, Zoomcar Holdings, Inc. (the\n“Company”) entered into a letter agreement (the “ACM Letter Agreement”) with ACM Zoomcar Convert LLC\n(“ACM”), with respect to the previously disclosed judgment entered against the Company in favor of ACM in the principal\namount of approximately $6,000,000 (together with interest and other amounts, the “ACM Judgment”). Pursuant to the ACM\nLetter Agreement, (i) the Company will pay ACM $2,500,000 in cash on or before October 31, 2026; (ii) following satisfaction of the\ncash payment in full, the residual balance of the ACM Judgment (approximately $3,500,000) will be satisfied by issuance to ACM of\nequity securities of the Company at the price and on the economic terms of the next Company financing closed prior to the date the\ncash payment is made in full; (iii) ACM is entitled to receive at least 10% of the gross proceeds of any capital raising activity of\nthe Company (or, if greater, the highest percentage of such gross proceeds received by any other creditor of the Company in\nconnection with such capital raise); (iv) ACM has agreed to a courtesy standstill through March 31, 2027, subject to ACM’s\nright in its sole discretion to terminate such standstill at any time; and (v) the Company has agreed to submit a confession of\njudgment to ACM in respect of the ACM Judgment (the “ACM Confession of Judgment”), withdraw all pending appeals of the\nACM Judgment, and provide ACM with a list of the Company’s assets and bank accounts. The foregoing description is qualified in\nits entirety by reference to the ACM Letter Agreement, copy of which is filed as Exhibit 10.1, and incorporated herein by\nreference.\n\n \n\n**CFI Standstill Agreement**\n\n \n\nOn May 14, 2026, the Company entered into a standstill\nagreement with CFI Capital LLC (“CFI”) in respect of the convertible redeemable promissory note in the original principal\namount of $150,000 previously issued by the Company to CFI on August 24, 2025 (the “CFI Note”), pursuant to which CFI has\nagreed not to exercise its right to convert the CFI Note into shares of the Company’s common stock at a market-based conversion\nprice prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to the CFI Standstill Agreement,\na copy of which is filed as Exhibit 10.2 and incorporated herein by reference.\n\n \n\n**Labrys Standstill Agreement**\n\n \n\nOn May 15, 2026, the Company entered into a standstill\nagreement with Labrys Fund II, L.P. (“Labrys”) in respect of the promissory note in the original principal amount of $180,000\npreviously issued by the Company to Labrys on August 19, 2025 (the “Labrys Note”), pursuant to which Labrys has agreed to\nforbear from exercising any right to convert the Labrys Note into shares of the Company’s common stock at a market-based conversion\nprice following an event of default prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to\nthe Labrys Standstill Agreement, a copy of which is filed as Exhibit 10.3 and incorporated herein by reference.\n\n \n\n**Reimer Settlement Agreement**\n\n \n\nOn May 1, 2026, the Company entered into a Confidential\nSettlement Agreement and General Release (the “Reimer Settlement Agreement”) with Reimer Family Partnership, L.P., Michael\nSchiavello, and Vasilios Takos (collectively, the “Reimer Plaintiffs”) in resolution of the previously disclosed action captioned\nReimer Family Partnership, L.P., et al. v. Zoomcar Holdings, Inc., Index No. 651695/2026, in the Supreme Court of the State of New York,\nCounty of New York (the “Reimer Action”). Pursuant to the Reimer Settlement Agreement, (i) subject to entry of an order approving\nthe fairness of the contemplated exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities\nAct”, and such order, the “Section 3(a)(10) Order”), the Company will issue an aggregate of 39,000,000 shares of common\nstock (the “Reimer Settlement Shares”) to the Reimer Plaintiffs on January 1, 2027 (or, if later, within five business days\nafter entry of the Section 3(a)(10) Order); (ii) the Reimer Plaintiffs are subject to a thirteen-month leak-out and the aggregate consideration\nthe Reimer Plaintiffs may receive in connection with the Reimer Settlement Agreement is capped at $2,000,000 (including share sale proceeds\nand any true-up payments); and (iii) the Company executed a Confession of Judgment pursuant to CPLR § 3218 in the principal amount\nof $2,500,000 (the “Reimer Confession of Judgment”) as a backstop to the Company’s obligations under the Reimer Settlement\nAgreement, subject to the foregoing $2,000,000 cap.\n\n \n\n1"}