Zoomcar Holdings, Inc. 8-K/A

What Happened

• Zoomcar Holdings, Inc. announced a second closing of a previously disclosed private placement on June 18, 2026. The company sold 537 Series A Units at $1,000 per Unit for gross proceeds of approximately $537,000 (before fees and expenses). Each Unit consists of one Series A Convertible Preferred Share and one Series A warrant to purchase common stock.
• The Offering is being conducted under Section 4(a)(2) and Rule 506(c) of Regulation D and may include up to $5.0 million of Units (plus an overallotment option for an additional $5.0 million). The Offering is scheduled to terminate July 30, 2026 unless extended.

Key Details

• Units sold at Second Closing: 537 Units for aggregate gross proceeds of ~$537,000 (June 18, 2026).
• Warrants: Each Series A Warrant is exercisable immediately, expires in 5 years, has an initial exercise price of $0.0625 per share and (as stated) covers 20,000 shares of common stock per Warrant — totaling 10,740,000 shares underlying the Warrants sold at the Second Closing.
• Preferred conversion: Series A Preferred Shares convert at an initial conversion price of $0.05 per share (subject to adjustment and price-reset provisions). Given the $1,000 Unit price, that conversion price implies up to ~20,000 common shares per Preferred (subject to the Certificate of Designation’s terms).
• Placement agent: ThinkEquity LLC served as exclusive placement agent and will receive a 10% cash fee on gross proceeds, a 1% non-accountable expense allowance, expense reimbursement, and Placement Agent Warrants to purchase shares equal to 10% of the shares underlying securities sold (1,074,000 Placement Agent Warrants issued at the Second Closing).
• Registration rights: The company agreed to file a resale registration statement for the 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

• Capital raised: The company secured immediate cash of ~$537,000 and retains the ability to raise more under the same offering (up to the stated limits), which affects near-term liquidity.
• Potential dilution: The securities issued and compensation to the placement agent create material potential dilution if Preferred shares are converted and Warrants (including placement agent warrants) are exercised. For the Second Closing alone, conversion and exercise could result in a substantial number of new common shares (tens of millions), though exact outcomes depend on conversion/exercise decisions and contract adjustment provisions.
• Liquidity of new holders: Registration rights mean shares issuable on conversion/exercise are intended to be registered for resale on a relatively short timeline, which affects potential liquidity for investors who receive those securities.