Zoomcar Holdings, Inc. 8-K

What Happened

• Zoomcar Holdings, Inc. announced a second closing on June 18, 2026 of a previously disclosed private placement of Series A Units. At this Second Closing the company issued and sold 662 Units at $1,000 per Unit for aggregate gross proceeds of approximately $537,000 (before placement agent fees and expenses). Each Unit consists of one Series A Convertible Preferred Share and one Series A warrant to purchase one share of common stock. The offering is being made under Section 4(a)(2) and Rule 506(c) of Regulation D.

Key Details

• Units sold at the Second Closing: 662 Units; gross proceeds ≈ $537,000 (before fees/expenses).
• Preferred conversion and warrant economics: Preferred Shares convertible at an initial conversion price of $0.05 per common share (subject to adjustment under the Certificate of Designation); Series A Warrants exercisable immediately at $0.0625 per share and expire in 5 years.
• Offering size and status: Offering allows up to $5,000,000 of Units plus up to an additional $5,000,000 via an overallotment option; minimum subscription threshold of $1,000,000 was satisfied. Offering scheduled to terminate June 30, 2026 unless extended.
• Placement agent and fees: ThinkEquity LLC served as exclusive placement agent; Zoomcar agreed to pay a 10% cash fee on gross proceeds, reimburse expenses, pay a 1% non-accountable expense allowance, and issue placement agent warrants equal to 10% of the shares underlying the securities sold (Placement Agent Warrants issued to purchase up to 67 shares at the Second Closing).
• Registration rights: Company agreed to file a registration statement to register resale of common shares issuable on conversion/exercise within 15 calendar days after the Second Closing and to use best efforts to get it effective; partial liquidated damages apply if registration obligations are not met.

Why It Matters

• This transaction raises near-term cash (≈$537k at the Second Closing) and gives the company an ongoing path to raise up to the offering limit. However, the conversion and warrant strike prices are very low ($0.05 and $0.0625), which — if converted/exercised and registered — would result in significant potential dilution to existing common shareholders. The registration rights mean holders can resell the issuable common shares once the company completes the required SEC registration filing. Investors should watch for the registration filing and any further closings, as well as the total dilution impact if conversion and exercise occur.