Zoomcar Holdings, Inc. filed a Form 8-K on October 29, 2026, disclosing the seventh closing of its ongoing Series A private placement, which occurred on October 23, 2026, raising approximately $75,000 in aggregate gross proceeds.

Key Highlights

  • Seventh Closing completed: The company issued and sold an aggregate of 75 Units at $1,000 per Unit on October 23, 2026.
  • Gross proceeds: Aggregate gross proceeds to the company were approximately $75,000, before deducting placement agent fees and offering expenses.
  • Warrants issued: The 75 Warrants sold entitle holders to purchase up to an aggregate of 1,500,000 shares of Common Stock, at an exercise price of $0.0116 per share.
  • Conversion terms: Each Preferred Share is convertible into 86,206 shares of Common Stock at the current conversion price of $0.0116 per share, down from an initial conversion price of $0.05 per share.
  • Placement agent compensation: ThinkEquity LLC received a cash fee equal to 10.0% of gross proceeds, a 1.0% non-accountable expense allowance, and Placement Agent Warrants to purchase up to 150,000 shares of Common Stock.
  • Offering termination date: The Offering's termination date was previously extended to November 16, 2026, with the possibility of further extension per the terms of the securities purchase agreements.
  • Board conflict disclosed: John Clarke, a board member, is an employee of ThinkEquity LLC; the arrangement was approved by disinterested board members, with Mr. Clarke having recused himself from the vote.

Zoomcar Holdings Completes Seventh Closing of Series A Private Placement

According to the filing, Zoomcar Holdings, Inc. entered into a securities purchase agreement on October 23, 2026, with certain accredited investors for the seventh closing of its previously announced Series A private placement. The company sold 75 Units, each consisting of one share of Series A Convertible Preferred Stock with a stated value of $1,000 per share and one Series A Warrant to purchase 20,000 shares of Common Stock. The total aggregate gross proceeds at the Seventh Closing were approximately $75,000, before placement agent fees and other offering expenses.

The filing discloses that the overall Offering provides for the sale of up to $5,000,000 of Units, plus up to an additional $5,000,000 issuable under an overallotment option exercisable by the placement agent in its sole discretion. The conversion price for the Preferred Shares currently stands at $0.0116 per share, adjusted downward from the initial conversion price of $0.05 per share pursuant to price-reset and anti-dilution provisions in the Certificate of Designation. As a result, the 75 Preferred Shares issued at the Seventh Closing are convertible into an aggregate of 6,465,450 shares of Common Stock at that conversion price. The filing notes these figures do not give effect to the reverse stock split approved by the company's stockholders on August 11, 2026.

The company also entered into a registration rights agreement with the Purchasers, under which it agreed to file a registration statement with the SEC registering the resale of the Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants no later than the fifteenth calendar day following the Seventh Closing. The filing states that the Registration Rights Agreement provides for partial liquidated damages in certain circumstances if the company fails to satisfy its registration obligations. Subscription amounts were deposited into escrow with CSC Delaware Trust Company as escrow agent pending the Seventh Closing.

What Was Disclosed

Zoomcar Holdings, Inc. disclosed the seventh closing of its Series A private placement, the issuance of 75 Preferred Shares and 75 Warrants to accredited investors for approximately $75,000 in gross proceeds, and related placement agent compensation and registration rights obligations.