Zoomcar Holdings Files 8-K on Security Holder Rights

TL;DR

Zoomcar filed an 8-K today detailing changes to security holder rights and company bylaws.

AI Summary

On October 17, 2024, Zoomcar Holdings, Inc. filed an 8-K to report material modifications to the rights of security holders and amendments to its articles of incorporation. This filing also includes a Regulation FD disclosure and financial statements/exhibits. The company was formerly known as Innovative International Acquisition Corp. until March 31, 2021.

Why It Matters

This filing indicates potential changes affecting Zoomcar's shareholders and may involve amendments to the company's foundational documents, requiring investor attention.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to articles of incorporation can signal significant corporate changes that may impact stock value.

Key Players & Entities

• Zoomcar Holdings, Inc. (company) — Filer
• October 17, 2024 (date) — Date of Report
• Innovative International Acquisition Corp. (company) — Former Company Name
• March 31, 2021 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ZCAR The Nasdaq Stock Mar
• $5 — one share of Common Stock at a price of $5.71, subject to adjustment ZCARW The

Filing Documents

• ea0217760-8k_zoomcar.htm (8-K) — 39KB
• ea021776001ex3-1_zoomcar.htm (EX-3.1) — 9KB
• ea021776001ex99-1_zoomcar.htm (EX-99.1) — 9KB
• 0001213900-24-088548.txt ( ) — 283KB
• zcar-20241017.xsd (EX-101.SCH) — 4KB
• zcar-20241017_def.xml (EX-101.DEF) — 26KB
• zcar-20241017_lab.xml (EX-101.LAB) — 36KB
• zcar-20241017_pre.xml (EX-101.PRE) — 25KB
• ea0217760-8k_zoomcar_htm.xml (XML) — 6KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year. As previously announced, on October 8, 2024, Zoomcar Holdings, Inc. (the "Company" ) held its annual meeting of stockholders (the "Annual Meeting" ), at which the Company's stockholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation" ) to effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio of between one-for-fifty and one-for-one hundred and fifty, to be determined at the discretion of the Board of Directors of the Company (the "Board" ). On October 8, 2024, the Board approved a one-for-one hundred (1:100) reverse stock split of the Company's issued and outstanding shares of common stock (the "Reverse Stock Split" ). The Company intends to file with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment" ) on October 21, 2024 to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:30 p.m., Eastern Time, on October 21, 2024, and the Company's common stock will begin trading on a split-adjusted basis when the market opens on October 22, 2024. When the Reverse Stock Split becomes effective, every one hundred (100) shares of the Company's issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of common stock, and (ii) the number of shares reserved for issuance pursuant to the Company's equity incentive plans will also be reduced proportionately. Any fraction of a share of common stock that would be created as a result of the

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 17, 2024, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zoomcar Holdings, Inc. 99.1 Press Release dated October 17, 2024. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 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: October 17, 2024 Zoomcar Holdings, Inc. By: /s/ Hiroshi Nishijima Name: Hiroshi Nishijima Title: Acting Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR