Zoomcar Holdings Files 8-K: Material Agreement, Debt, Equity Sales

TL;DR

Zoomcar 8-K: New deal, debt, and stock sales filed Dec 10. Watch closely.

AI Summary

On December 10, 2025, Zoomcar Holdings, Inc. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company, formerly known as Innovative International Acquisition Corp., is incorporated in Delaware and headquartered in Bangalore, India. This filing also notes the creation of a direct financial obligation and unregistered sales of equity securities.

Why It Matters

This 8-K filing signals significant corporate activity for Zoomcar Holdings, including potential new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-40964 — SEC File Number (Identifies the company's filing history with the SEC.)
• 0001854275 — Central Index Key (Unique identifier for Zoomcar Holdings, Inc. in the SEC EDGAR system.)

Key Players & Entities

• Zoomcar Holdings, Inc. (company) — Registrant
• Innovative International Acquisition Corp. (company) — Former company name
• December 10, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Bangalore (location) — Company headquarters city

FAQ

Key Financial Figures

• $220,000.00 — ote in the original principal amount of $220,000.00 (the "Note") and pre-funded warrants to
• $20,000.00 — Note with an original issue discount of $20,000.00 and net proceeds to the Company of $200
• $200,000.00 — 0.00 and net proceeds to the Company of $200,000.00. The Note bears interest at 12% per an

Filing Documents

• ea0269955-8k_zoomcar.htm (8-K) — 33KB
• ea026995501ex4-1_zoomcar.htm (EX-4.1) — 105KB
• ea026995501ex10-1_zoomcar.htm (EX-10.1) — 80KB
• ea026995501ex10-2_zoomcar.htm (EX-10.2) — 91KB
• 0001213900-25-122278.txt ( ) — 542KB
• zcarw-20251210.xsd (EX-101.SCH) — 3KB
• zcarw-20251210_lab.xml (EX-101.LAB) — 33KB
• zcarw-20251210_pre.xml (EX-101.PRE) — 22KB
• ea0269955-8k_zoomcar_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 10, 2025, Zoomcar Holdings, Inc. (the "Company") closed a Securities Purchase Agreement (the "Purchase Agreement") with FirstFire Global Opportunities Fund, LLC ("FirstFire"), in connection with a private placement offering of a convertible promissory note in the original principal amount of $220,000.00 (the "Note") and pre-funded warrants to purchase 1,000,000 shares of the Company's common stock (the "Pre-Funded Warrants") as additional consideration. Pursuant to the Purchase Agreement, FirstFire purchased the Note with an original issue discount of $20,000.00 and net proceeds to the Company of $200,000.00. The Note bears interest at 12% per annum and matures 12 months after issuance. The Note includes scheduled installment repayments and may be prepaid in full by the Company at a discount to the outstanding balance (including any applicable conditions, timing restrictions and pricing mechanics set forth therein). The Note is The Note permits full prepayment by the Company at a discount to the outstanding balance, subject to the terms set forth in the Note. In the event of an uncured default under the Note and expiry of 180 days from the closing date, FirstFire may elect to convert then-outstanding obligations (including principal, accrued interest, default interest, and other fees) into shares of the Company's common stock at a conversion price equal to 75% of the lowest trading price of the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the applicable conversion date, representing a 25% discount to market price. Upon the occurrence and continuation of an event of default, the outstanding balance of the Note is automatically increased to 150% of the sum of unpaid principal and accrued int

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The FirstFire Note each constitute a direct financial obligation of the Company.

02. Unregistered Sales of Equity Securities

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. The Note, the Pre-Funded Warrants and any shares of common stock issued upon conversion thereof were issued and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 4.1 Form of Pre-Funded Warrant 10.1 Securities Purchase Agreement, dated December 10, 2025, by and between the Company and FirstFire Global Opportunities Fund, LLC 10.2 Convertible Promissory Note, dated December 10, 2025, by and between the Company and FirstFire Global Opportunities Fund, LLC. 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: December 16, 2025 Zoomcar Holdings, Inc. By: /s/ Shachi Singh Name: Shachi Singh Title: Chief Legal Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR