Zoomcar Holdings, Inc. 8-K

What Happened
Zoomcar Holdings, Inc. announced a private placement (First Closing) on June 2, 2026, selling 1,143 Series A units at $1,000 per unit for aggregate gross proceeds of approximately $1,143,000. Each unit includes one share of newly designated Series A Convertible Preferred Stock and one warrant to purchase one share of common stock. The Company also filed and_effected an Amended and Restated Certificate of Designation_ establishing the terms of the Series A preferred shares.

Key Details

• 1,143 Units sold at $1,000 each at the First Closing (gross proceeds ≈ $1,143,000). Offering may total up to $5.0M, plus an additional $5.0M overallotment at the placement agent’s discretion. Minimum subscription threshold of $1.0M was met.
• Preferred shares convert into common stock at an initial conversion price of $0.05 per share (subject to adjustment and price-reset features in the Certificate of Designation).
• Unit warrants: exercise price $0.0625 per share, exercisable immediately, expire five years from issuance.
• Placement agent: ThinkEquity LLC; compensation includes a 10% cash fee on gross proceeds, 1% non-accountable expense allowance, reimbursement of certain expenses, and placement agent warrants equal to 10% of the shares underlying the securities (115 placement agent warrants issued at the First Closing).
• Registration Rights Agreement: Company must file a resale registration statement for shares issuable on conversion/exercise no later than 15 calendar days after the First Closing and use best efforts to make it effective; partial liquidated damages apply for certain failures. Subscription funds were held in escrow with CSC Delaware Trust Company pending closing.

Why It Matters
This filing shows Zoomcar raised immediate liquidity via a private placement of convertible preferred stock and warrants, providing about $1.14M upfront and the ability to raise more through the remainder of the offering (up to $5M, plus possible overallotment). Investors should note dilution potential from preferred conversion (initial $0.05 conversion price) and warrant exercises (exercise price $0.0625), and the placement agent fees and warrant grants that increase share count pressure. The registration rights mean the company intends to make the underlying common shares tradable under the securities laws soon after filing.