Zoomcar Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
As previously announced, Zoomcar Holdings, Inc. (the “Company”) entered into securities purchase agreements (“Securities Purchase Agreements”) on December 23, 2024 and January 31, 2025 with certain accredited investors (the “Investors”) relating to a private placement offering in which the Company is offering shares of common stock, Series A Warrants and Series B Warrants 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 the same has been amended and supplemented 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 approximately $5.48 Million (the “First Closing”). On February 4, 2025, the Company held the second closing of the Offering in which it raised gross proceeds of approximately $1.44 million (the “Second Closing”). For more information on the Offering, the First Closing and the Second Closing, please refer to the Company’s Current Reports Form 8-K filed with the Securities and Exchange Commission on December 26, 2024 and February 6, 2025.
On March 18, 2025, the Board of Directors of the Company determined to fix the “Reset Price” of all of the Series B Warrants issued in the Offering down to the “Floor Price” of $0.312 (or $6.24 upon effectiveness of the reverse stock split which will be effective as of March 21, 2025). The Company has agreed to deem the “Reset Date” of the Series B Warrants to be effective. Accordingly, such Series B Warrants will be immediately exercisable up to the “Maximum Eligibility Amount” based on a “Reset Price” that is equal to the “Floor Price,” subject to the beneficial ownership limitations set forth therein. The Board of Directors of the Company also authorized management to settle certain outstanding claims or potential claims against the Company in consideration for units in the Offering.
For more information about the reverse stock split, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2025.
Statements that are not historical fact may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning the potential settlement of outstanding claims or potential claims against the Company, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in "Item 1A - Risk Factors" and other sections of our most recent Annual Report on Form 10-K as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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: March 21, 2025 | Zoomcar Holdings, Inc. | |
| By: | /s/ Hiroshi Nishijima | |
| Name: | Hiroshi Nishijima | |
| Title: | Chief Executive Officer | |
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