Zoomcar Holdings, Inc. Files 8-K with Material Agreement

TL;DR

ZCAR filed an 8-K on 12/23/24 detailing a material agreement and equity sales.

AI Summary

On December 23, 2024, Zoomcar Holdings, Inc. entered into a material definitive agreement. The filing also details unregistered sales of equity securities and includes financial statements and exhibits. The company was formerly known as Innovative International Acquisition Corp. until March 31, 2021.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Zoomcar Holdings, Inc. (company) — Registrant
• Innovative International Acquisition Corp. (company) — Former company name
• December 23, 2024 (date) — Date of earliest event reported
• 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
• $571 — one share of Common Stock at a price of $571, subject to adjustment ZCARW The Na
• $4 million — ereafter) for minimum gross proceeds of $4 million and up to a maximum of $30 million, pur
• $30 m — ds of $4 million and up to a maximum of $30 million, pursuant to Confidential Private
• $1.56 — e Securities were offered at a price of $1.56 for an aggregate investment of $5.48 mi
• $5.48 m — of $1.56 for an aggregate investment of $5.48 million, $50,000 of which was provided by
• $50,000 — aggregate investment of $5.48 million, $50,000 of which was provided by the Company's
• $300,000 — ny's Acting Chief Executive Officer and $300,000 of which was provided by a consultant t
• $1.95 — isable, at an initial exercise price of $1.95 per share. The exercise price and the n
• $5.48 million — d. The Company raised gross proceeds of $5.48 million and after the deduction of fees and exp
• $4.79 million — oceeds to the Company was approximately $4.79 million. Also, pursuant to the terms of the Se
• $0.312 — ula will be subject to a floor price of $0.312 (the "Post-Stockholder Approval Floor P
• $4 — ion of the exercise price is limited to $4.03, which is the floor price prior to t

Filing Documents

• ea0226025-8k_zoomcar.htm (8-K) — 57KB
• ea022602501ex4-1_zoomcar.htm (EX-4.1) — 104KB
• ea022602501ex4-2_zoomcar.htm (EX-4.2) — 153KB
• ea022602501ex4-3_zoomcar.htm (EX-4.3) — 124KB
• ea022602501ex4-4_zoomcar.htm (EX-4.4) — 132KB
• ea022602501ex10-1_zoomcar.htm (EX-10.1) — 254KB
• ea022602501ex10-2_zoomcar.htm (EX-10.2) — 174KB
• ea022602501ex10-3_zoomcar.htm (EX-10.3) — 78KB
• ex10-3_001.jpg (GRAPHIC) — 4KB
• ex10-3_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-112693.txt ( ) — 1557KB
• zcar-20241223.xsd (EX-101.SCH) — 4KB
• zcar-20241223_def.xml (EX-101.DEF) — 26KB
• zcar-20241223_lab.xml (EX-101.LAB) — 36KB
• zcar-20241223_pre.xml (EX-101.PRE) — 25KB
• ea0226025-8k_zoomcar_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Securities Purchase Agreement and the Closing On December 23, 2024, Zoomcar Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain accredited investors (the "Investors"), in connection with the first closing (the "First Closing") of a private placement offering in which the Company is offering Securities (defined hereafter) for minimum gross proceeds of $4 million and up to a maximum of $30 million, pursuant to Confidential Private Placement Memorandum, dated December 3, 2024, as such may be amended from time to time (the "Offering"). Pursuant to the terms and conditions of the Securities Purchase Agreement, the Company agreed to sell to such Investors an aggregate of (i) 3,095,925 shares of common stock (the "Shares') of the Company, par value $0.0001 per share (the "Common Stock") and (ii) pre-funded warrants issued to certain of the Investors, at their option, exercisable for an aggregate of up to 420,000 shares of Common Stock, to the extent that the issuance of shares of Common Stock would cause such Investors to beneficially own more than 4.99% or 9.99% of the shares of Common Stock outstanding (the "Pre-Funded Warrants"). Also issuable along with the Shares and/or the Pre-Funded Warrants are (i) Series A Warrants to initially purchase up to an aggregate of 8,680,443 shares of Common Stock, subject to certain adjustments (the "Series A Warrants") and (ii) Series B Warrants to purchase up to initially purchase no shares of Common Stock and then up to such number of shares of Common Stock, as determined on the Reset Date (as described below), subject to certain adjustments (the "Series B Warrants" and collectively with the Shares, the Pre-Funded Warrants and the Series A Warrants, the "Securities"). The Securities were offered at a price of $1.56 for an aggregate investment of $5.48 million, $50,000 of which was provided by the Compan

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 4.1 Pre-Funded Warrant 4.2 Series A Warrant 4.3 Series B Warrant 4.4 Placement Agent Warrant 10.1* Securities Purchase Agreement 10.2 Registration Rights Agreement 10.3 Placement Agent Agreement 104 Cover Page Interactive Data File (formatted as inline XBRL) * The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. 5 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: December 26, 2024 Zoomcar Holdings, Inc. By: /s/ Hiroshi Nishijima Name: Hiroshi Nishijima Title: Acting Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR