Zoomcar Holdings, Inc. 8-K

What Happened Zoomcar Holdings, Inc. announced a Third Closing on June 30, 2026 of a previously disclosed private placement of Series A units, issuing 195 Units at $1,000 per Unit for aggregate gross proceeds of approximately $195,000 (before fees and expenses). Each Unit includes one Series A Convertible Preferred Share and one Series A warrant; the 195 Warrants sold at the Third Closing can purchase up to 3,900,000 shares of common stock (20,000 shares per Warrant as stated in the filing). The Company also issued Placement Agent Warrants to ThinkEquity LLC to purchase up to 390,000 shares. Separately, the Company amended the consultancy agreement for Deepankar Tiwari, extending his term as CEO of the Zoomcar entities through May 9, 2027.

Key Details

• Third Closing date: June 30, 2026; 195 Units sold at $1,000 each = ~$195,000 gross proceeds (pre-fees/expenses).
• Preferred conversion and warrant terms: Preferred initial conversion price $0.05/share (adjustable); Series A Warrants exercisable immediately at $0.0625/share, expire in 5 years.
• Offering size and structure: Up to $5,000,000 of Units may be sold, plus up to an additional $5,000,000 via placement agent overallotment option; minimum subscription threshold of $1,000,000 satisfied; offering scheduled to terminate July 30, 2026 unless extended.
• Placement agent compensation: ThinkEquity LLC receives 10% cash fee of gross proceeds, reimbursement of certain expenses, 1% non-accountable expense allowance, and Placement Agent Warrants equal to 10% of the shares underlying securities sold (390,000 warrants issued at Third Closing).
• Registration rights: Company must file a resale registration statement for shares issuable on conversion/exercise no later than 15 calendar days after the Third Closing and use best efforts to get it effective; partial liquidated damages apply for certain failures.
• CEO extension: Amendment dated June 10, 2026 extends Deepankar Tiwari’s consultancy/CEO term for the Zoomcar Entities to May 9, 2027.

Why It Matters This 8-K shows Zoomcar continuing a staged private financing that so far raised modest cash at the Third Closing ($195,000) but allows up to $5M (plus a possible $5M overallotment). The securities issued (convertible preferred shares and warrants) carry low per-share conversion/exercise prices ($0.05 and $0.0625), which — if converted or exercised and registered for resale — could materially increase the company’s outstanding common shares and dilute existing holders. The registration rights give investors a path to resell shares obtained from conversion/exercise once the company’s registration statement is filed and effective. The extension of Deepankar Tiwari’s CEO consultancy through May 2027 signals management continuity for the Zoomcar entities.