Zoomcar Holdings Faces Delisting Notice, Signs New Agreement

TL;DR

ZCAR got a delisting warning AND signed a new deal. Big uncertainty ahead.

AI Summary

On March 12, 2024, Zoomcar Holdings, Inc. entered into a material definitive agreement. The company also received a notice of delisting or failure to satisfy a continued listing rule, indicating potential issues with its stock exchange listing. This filing includes financial statements and exhibits related to these events.

Why It Matters

This filing signals potential financial distress or non-compliance with listing requirements, which could significantly impact investor confidence and the company's stock value.

Risk Assessment

Risk Level: high — The notice of delisting directly threatens the company's ability to remain publicly traded, creating significant uncertainty and risk for investors.

Key Players & Entities

• Zoomcar Holdings, Inc. (company) — Filer of the 8-K report
• March 12, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ZCAR The Nasdaq Stock Mar
• $11 — one share of Common Stock at a price of $11.50, subject to adjustment ZCARW The
• $500,000 — Up Release Parties will pay the Company $500,000 in an upfront cash payment and thereaft
• $0.35 — Up Release Parties will pay the Company $0.35 per additional share sold during the Lo

Filing Documents

• ea0202008-8k_zoomcar.htm (8-K) — 35KB
• ea0202008ex10-1_zoomcar.htm (EX-10.1) — 16KB
• 0001213900-24-023603.txt ( ) — 273KB
• zcar-20240312.xsd (EX-101.SCH) — 4KB
• zcar-20240312_def.xml (EX-101.DEF) — 26KB
• zcar-20240312_lab.xml (EX-101.LAB) — 36KB
• zcar-20240312_pre.xml (EX-101.PRE) — 25KB
• ea0202008-8k_zoomcar_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. Reference is made to that Current Report on Form 8-K filed by Zoomcar Holdings, Inc. (the " Company ") on February 2, 2024. On February 1, 2024, the Company entered into an agreement (the " Lock-Up Release Agreement ") with two of the former members of the Sponsor, ASJC Global LLC – Series 24 (" ASJC ") and Cohen Sponsor LLC – A24 RS (" Sponsor Investor ", and together with ASJC, the " Lock-Up Release Parties "), pursuant to which the Company agreed to waive the lock-up restrictions provided for in the letter agreement, dated October 26, 2021, by and among the Company, the officers and directors of the Company, and Innovative International Sponsor I LLC with respect to the Lock-Up Release Parties for a period of 120 days (the " Lock-Up Release Period ") in exchange for certain cash payments as described therein. On March 18, 2024, the Lock-Up Release Agreement was amended (the " Amendment ") pursuant to which (i) the Lock-Up Release Period was extended from 120 days through the end of the original six-month lock-up period, (ii) the volume and stock price restrictions for sales made by the Lock-Up Release Parties during the Lock-Up Release Period were removed and (iii) the payment terms between the Company and Lock-Up Release Parties was modified such that, in lieu of the prior payment schedule, the Lock-Up Release Parties will pay the Company $500,000 in an upfront cash payment and thereafter, and only after the Lock-Up Release Parties have sold 1,428,572 shares, the Lock-Up Release Parties will pay the Company $0.35 per additional share sold during the Lock-Up Release Period. The foregoing description of the terms of the Lock-Up Release Agreement is qualified in its entirety by the full text of the agreement, a copy of which was filed as Exhibit 10.1 to the February 8-K and is incorporated herein by reference. The foregoing description of the terms of the Amendment is qualified in its entirety by the full

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 12, 2024, the Company received a notice (" Notice ") from the Listing Qualifications Department of The Nasdaq Stock Market LLC (" Nasdaq "), notifying the Company that, as a result of the resignation of David Ishag from the board of directors of the Company (the " Board "), effective January 30, 2024, the Company is no longer in compliance with the continued listing requirements set forth in Nasdaq Listing Rule 5605, which requires that a majority of the Board be comprised of independent directors. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on Nasdaq. The Notice further provided that, pursuant to Nasdaq Listing Rules 5605(b)(1)(A), Nasdaq will provide the Company with a cure period in order to regain compliance as follows: (i) until the earlier to occur of the Company's next annual shareholders' meeting or January 30, 2025; or (ii) if the next annual shareholders' meeting is held before July 29, 2024, then the Company must evidence compliance no later than July 29, 2024. If compliance is not achieved by the expiration of the applicable cure period, the Notice states that the Company will receive written notification that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel. We expect to regain compliance with the Nasdaq Listing Rules prior to the expiration of the applicable cure period provided by Nasdaq.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 10.1 Amendment to Lock-Up Release Agreement 104 Cover Page Interactive Data File (formatted as inline XBRL) 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 18, 2024 Zoomcar Holdings, Inc. By: /s/ Greg Moran Name: Greg Moran Title: Chief Executive Officer and Director 2

View Full Filing

View this 8-K filing on SEC EDGAR