Zoomcar Holdings Announces Fourth Closing of Series A Unit Private Placement

What Happened
On July 27, 2026, Zoomcar Holdings, Inc. announced the Fourth Closing of its previously disclosed private placement of Series A units. At the Fourth Closing the Company issued 498 Units (each Unit = one Series A Convertible Preferred Share with $1,000 stated value and one Series A Warrant to buy 20,000 common shares) in satisfaction of approximately $498,000 of accrued, unpaid obligations to the purchasers; no cash proceeds were received. The Offering (Section 4(a)(2) / Rule 506(c)) may sell up to $5.0 million of Units plus an additional $5.0 million via an overallotment; it is scheduled to terminate on September 4, 2026 unless extended.

Key Details

• Fourth Closing date: July 27, 2026; 498 Units issued for non-cash consideration (~$498,000).
• Unit composition: 1 Preferred Share (stated value $1,000) + 1 Warrant to purchase 20,000 common shares.
• Conversion & exercise economics: Preferred initially convertible at $0.05 per share (implying 20,000 shares per Preferred); Warrants exercise price $0.0625 per share; warrants exercisable on issuance and expire 5 years from issuance.
• Potential share impact (pre-reverse-split): 498 Warrants = up to 9,960,000 warrant shares; 498 Preferred convertible = up to 9,960,000 conversion shares — together up to ~19.92 million common shares (the filing notes these figures do not reflect the reverse stock split approved Aug 11, 2026).
• Registration rights: Company must file a resale registration statement covering shares issuable on conversion/exercise within 15 calendar days of the Fourth Closing and use best efforts to get it effective; partial liquidated damages apply for certain failures.
• Corporate filing: Certificate of Amendment (effecting the authorized share increase) was filed and effective August 13, 2026 (filed as Exhibit 3.2).

Why It Matters
This transaction raises no cash for Zoomcar but settles roughly $498k of liabilities by issuing convertible preferred shares and sizable warrants — instruments that can convert into or be exercised for a material number of common shares at low prices. That creates potential dilution for existing shareholders if conversion/exercise occurs, and could significantly increase the company’s outstanding common shares (subject to the approved reverse split and other adjustment provisions in the securities' terms). The registration rights mean purchasers should be able to resell shares once the SEC registration is effective, and the Company faces limited damages if it misses filing or effectiveness deadlines. Retail investors should note the dilution mechanics, the lack of cash proceeds from this closing, and the timing of the registration statement.