{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-065928","form_type":"8-K","ticker":"ZCAR","cik":"0001854275","company_name":"Zoomcar Holdings, Inc.","filed_at":"2026-06-05T21:27:10+00:00","discovered_at":"2026-06-05T21:28:00.260531+00:00","generated_at":"2026-06-05T21:28:40.661462+00:00","sec_items":["1.01","3.02","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Zoomcar raises $1.14M in PIPE; convertible preferred at $0.05/share, warrants at $0.0625","bullets":["Initial closing of 1,143 Units at $1,000/Unit, raising ~$1.14M in gross proceeds.","Each Unit: one Series A convertible preferred share (conversion price $0.05) and one warrant ($0.0625 exercise, 5-year term).","Offering capped at $5M base plus $5M overallotment; minimum $1M raised triggers closing; termination June 30, 2026.","ThinkEquity LLC as placement agent receives 10% cash fee, 1% expense allowance, warrants for 10% of underlying shares.","Registration rights filing required within 15 days after first closing."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-065928","json":"https://secwatch.observer/filing/0001213900-26-065928.json","markdown":"https://secwatch.observer/filing/0001213900-26-065928.md","text":"https://secwatch.observer/filing/0001213900-26-065928.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/ea0293836-8k_zoomcar.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T21:28:40.661462+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3402fcb5ce5491bc217eb5940dbee02575d16bf6","claim":"Zoomcar Holdings, Inc. issued Placement Agent Warrants to purchase up to 115 shares of Common Stock of warrant to ThinkEquity LLC (Placement Agent) for 10% of the shares of Common Stock underlying the securities sold in the Offering.","evidence_excerpt":"“Placement Agent Agreement”), between the Company and the Placement Agent. As compensation for its services, the Company agreed to pay the Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds received by the Company from the Purchasers at each closing, to reimburse certain of the Placement Agent’s expenses, to pay a","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","confidence":0.98,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"Placement Agent Warrants to purchase up to 115 shares of Common Stock"},{"label":"Purchaser","value":"ThinkEquity LLC (Placement Agent)"},{"label":"Consideration","value":"10% of the shares of Common Stock underlying the securities sold in the Offering"}],"fact_type":"equity_issuance"},{"claim_id":"3c4a0b3601b0c33260c2c03f941df6992bb6938b","claim":"Zoomcar Holdings, Inc. issued 1,143 Units of unit to accredited investors for $1,000 per Unit.","evidence_excerpt":"of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Warrants,” and the transaction, the “Offering”). The Units were sold at a purchase price of $1,000 per Unit. The Offering is being conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(c) of Regulation D promulgated","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","confidence":0.98,"family_label":"Equity Issuances","details":[{"label":"Security","value":"unit"},{"label":"Shares","value":"1,143 Units"},{"label":"Purchaser","value":"accredited investors"},{"label":"Consideration","value":"$1,000 per Unit"}],"fact_type":"equity_issuance"},{"claim_id":"8f25262ffa633a379c90b079bc020eb26c0c4e7f","claim":"Zoomcar Holdings, Inc. issued 1,143 Preferred Shares of preferred stock to accredited investors for $1,000 per Unit.","evidence_excerpt":"of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Warrants,” and the transaction, the “Offering”). The Units were sold at a purchase price of $1,000 per Unit. The Offering is being conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(c) of Regulation D promulgated","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","confidence":0.98,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"1,143 Preferred Shares"},{"label":"Purchaser","value":"accredited investors"},{"label":"Consideration","value":"$1,000 per Unit"}],"fact_type":"equity_issuance"},{"claim_id":"c5155ef4ecbfd1b98a4a3c458147bc6b6e60322f","claim":"Zoomcar Holdings, Inc. issued Warrants to purchase up to 1,143 shares of Common Stock of warrant to accredited investors for $0.0625 per share exercise price.","evidence_excerpt":"therein, including pursuant to an alternate conversion right and price-reset provisions set forth in the Certificate of Designation. The Warrants have an exercise price of $0.0625 per share, subject to adjustment as provided therein, are exercisable beginning on the date of issuance, and expire five (5) years from the date of issuance. In connection with","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","confidence":0.98,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"Warrants to purchase up to 1,143 shares of Common Stock"},{"label":"Purchaser","value":"accredited investors"},{"label":"Consideration","value":"$0.0625 per share exercise price"}],"fact_type":"equity_issuance"},{"claim_id":"18fb688f3a8b7a5db3aff750db91443f020a4679","claim":"Zoomcar Holdings, Inc.: Filed Certificate of Designation designating Series A Convertible Preferred Stock and establishing its rights, preferences and limitations (effective 2026-06-02).","evidence_excerpt":"In connection with the Offering, on June 2, 2026, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, designating a series of the Company’s preferred stock as the Series A Convertible Preferred Stock and establishing the rights, preferences and limitations thereof. The Certificate of Designation became effective upon filing.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-06-02"}],"fact_type":"governance_change"},{"claim_id":"430e3fbb23ce6380d2b5caa27cdb4485aca7bfeb","claim":"Zoomcar Holdings, Inc. entered into Purchase Agreement with certain accredited investors valued at aggregate gross proceeds to the Company of approximately $1,143,000 (effective 2026-06-02).","evidence_excerpt":"On June 2, 2026, Zoomcar Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) in connection with the initial closing (the “First Closing”) of a private placement of the Company’s Series A units","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain accredited investors"},{"label":"Value","value":"aggregate gross proceeds to the Company of approximately $1,143,000"},{"label":"Effective","value":"2026-06-02"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}