Zoomcar Holdings Reports Private Placement Closing for Series A Units

What Happened

• Zoomcar Holdings, Inc. announced on August 31 and September 4, 2026 that it completed the fifth closing of a previously announced private placement of Series A Units. At this Fifth Closing the company issued 80 Units (each Unit = one Series A Convertible Preferred Share and one Series A warrant).
• The Units were sold at $1,000 per Unit for aggregate consideration of approximately $80,000. Sixty (60) Units were issued in exchange for the satisfaction of ~ $60,000 of accrued obligations (non-cash), and 20 Units were sold for $20,000 in cash to one accredited investor.
• The offering (conducted under Section 4(a)(2) and Rule 506(c)) is for up to $5.0M of Units, plus a placement-agent overallotment option for an additional $5.0M, with a minimum subscription threshold of $1.0M (already satisfied). The offering was scheduled to terminate on September 4, 2026 unless extended.

Key Details

• Units issued at Fifth Closing: 80 Units (80 Series A Preferred Shares + 80 Series A Warrants).
• Warrants: each Warrant entitles holder to purchase 20,000 shares of common stock (aggregate up to 1,600,000 shares based on 20,000 per Warrant), exercise price $0.0625/share, exercisable immediately, expire five years from issuance.
• Preferred Shares: stated value $1,000 each, convertible at an initial conversion price of $0.05 per common share (subject to adjustment and certain price‑reset provisions); conversion/warrant share counts do not reflect the reverse stock split approved August 11, 2026.
• Registration Rights: Company must file a registration statement to register resale of shares issuable on conversion/exercise within 15 calendar days after the Fifth Closing and use best efforts to make it effective; partial liquidated damages may apply if registration obligations are missed.

Why It Matters

• The company raised only $20,000 in cash at this closing, with the majority of consideration (~$60,000) issued to settle liabilities, so near-term cash inflow from this closing was limited. Additional closings could bring more cash if the offering continues.
• The Preferred conversion price ($0.05) and low warrant exercise price ($0.0625) mean that, if converted/exercised, a large number of common shares could be issued, which would be dilutive to existing shareholders; investors should note the registration timeline required to enable resale.
• Watch for further closings, whether the offering is extended, and the company’s registration statement becoming effective—those events will determine the practical ability of investors to convert/exercise and the timing of any dilution.