Zoomcar Holdings, Inc. Files 8-K: Agreements, Personnel Changes

TL;DR

Zoomcar filed an 8-K detailing new deals, exec changes, and financial updates.

AI Summary

On January 31, 2025, Zoomcar Holdings, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also notes the departure of directors or certain officers, the election of new directors, and the appointment of new officers, along with compensatory arrangements. Financial statements and exhibits are included.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, alongside executive and director changes, suggesting potential shifts and complexities within the company.

Key Players & Entities

• Zoomcar Holdings, Inc. (company) — Filer
• Innovative International Acquisition Corp. (company) — Former Company Name

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 — ecurities 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 a Confidential Priva
• $5.48 Million — ng in which it raised gross proceeds of $5.48 Million (the " First Closing "). For more infor
• $1.56 — e Securities were offered at a price of $1.56 for an aggregate investment of $2,998,0
• $2,998,000 — of $1.56 for an aggregate investment of $2,998,000; provided, however, that the Company di
• $1,560,000 — Securities with a subscription price of $1,560,000 of such amount, as those Securities wer
• $1.95 — isable, at an initial exercise price of $1.95 per share. The exercise price and the n
• $1,44 million — raised gross proceeds of approximately $1,44 million and after the deduction of fees and exp
• $1.25 million — oceeds to the Company was approximately $1.25 million. All other terms and conditions of the
• $189,000 — ief Financial Officer, Sachin Gupta, to $189,000 per annum. Item 9.01 Financial Stateme

Filing Documents

• ea0230117-8k_zoomcar.htm (8-K) — 46KB
• ea023011701ex4-1_zoomcar.htm (EX-4.1) — 104KB
• ea023011701ex4-2_zoomcar.htm (EX-4.2) — 151KB
• ea023011701ex4-3_zoomcar.htm (EX-4.3) — 122KB
• ea023011701ex4-4_zoomcar.htm (EX-4.4) — 132KB
• ea023011701ex10-1_zoomcar.htm (EX-10.1) — 236KB
• ea023011701ex10-2_zoomcar.htm (EX-10.2) — 91KB
• ea023011701ex10-4_zoomcar.htm (EX-10.4) — 34KB
• 0001213900-25-010935.txt ( ) — 1364KB
• zcar-20250131.xsd (EX-101.SCH) — 4KB
• zcar-20250131_def.xml (EX-101.DEF) — 26KB
• zcar-20250131_lab.xml (EX-101.LAB) — 36KB
• zcar-20250131_pre.xml (EX-101.PRE) — 25KB
• ea0230117-8k_zoomcar_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement First Closing of Offering On December 26, 2024, Zoomcar Holdings, Inc. (the " Company ") filed a Current Report on Form 8-K (the " Prior Form 8-K ") reporting the Company's having entered into a Securities Purchase Agreement (the " December SPA ") with certain accredited investors relating to a private placement offering in which the Company is offering certain of the Company's securities for minimum gross proceeds of $4 million and up to a maximum of $30 million, pursuant to a Confidential Private Placement Memorandum, dated December 3, 2024, as such may be amended from time to time (the " Offering "). On December 25, 2024, the Company held the first closing of the Offering in which it raised gross proceeds of $5.48 Million (the " First Closing "). For more information on the Offering and the First Closing please refer to the Prior Form 8-K. Securities Purchase Agreement, Registration Rights and Second Closing On January 31, 2024, the Company entered into a securities purchase agreement, substantially the same as the December SPA (the " Securities Purchase Agreement ") with certain additional accredited investors (the " Investors "), in connection with the second closing of the Offering (the " Second Closing "). Pursuant to the terms and conditions of the Securities Purchase Agreement, the Company agreed to sell to such Investors an aggregate of (i) 1,049,796 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 872,000 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 t

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.

02. Departure of

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Hiroshi Nishijima On February 1, 2025, the board of directors (the " Board ") of the Company approved a change in the designation of Hiroshi Nishijima from Active Chief Executive Officer to Chief Executive Officer, effective immediately. Sachin Gupta On February 1, 2025, the Board also approved an increase in the salary of its Chief Financial Officer, Sachin Gupta, to $189,000 per annum. 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 (Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K as filed on December 26, 2024) 10.4 Settlement Agreement, dated as of February 4, 2025, by and among Zoomcar Holdings, Inc., Zoomcar, Inc. and Randall Yanker. 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. 3 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: February 6, 2025 Zoomcar Holdings, Inc. By: /s/ Hiroshi Nishijima Name: Hiroshi Nishijima Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR