--- 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" generated_at: "2026-06-05T21:28:40.661462+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Zoomcar raises $1.14M in PIPE; convertible preferred at $0.05/share, warrants at $0.0625 ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-065928 - JSON: https://secwatch.observer/filing/0001213900-26-065928.json - Plain text: https://secwatch.observer/filing/0001213900-26-065928.txt ## Key facts - Equity Issuances 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. - Security: warrant - Shares: Placement Agent Warrants to purchase up to 115 shares of Common Stock - Purchaser: ThinkEquity LLC (Placement Agent) - Consideration: 10% of the shares of Common Stock underlying the securities sold in the Offering source text: “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_url: https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm - Equity Issuances Zoomcar Holdings, Inc. issued 1,143 Units of unit to accredited investors for $1,000 per Unit. - Security: unit - Shares: 1,143 Units - Purchaser: accredited investors - Consideration: $1,000 per Unit source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm - Equity Issuances Zoomcar Holdings, Inc. issued 1,143 Preferred Shares of preferred stock to accredited investors for $1,000 per Unit. - Security: preferred stock - Shares: 1,143 Preferred Shares - Purchaser: accredited investors - Consideration: $1,000 per Unit source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm - Equity Issuances 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. - Security: warrant - Shares: Warrants to purchase up to 1,143 shares of Common Stock - Purchaser: accredited investors - Consideration: $0.0625 per share exercise price source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm - Governance Changes Zoomcar Holdings, Inc.: Filed Certificate of Designation designating Series A Convertible Preferred Stock and establishing its rights, preferences and limitations (effective 2026-06-02). - Change: charter amendment - Effective: 2026-06-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm - Material Agreements 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). - Action: entry - Agreement: equity purchase - Counterparty: certain accredited investors - Value: aggregate gross proceeds to the Company of approximately $1,143,000 - Effective: 2026-06-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1854275/000121390026065928/0001213900-26-065928-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.