Zoomcar Holdings Raises $75,000 in Seventh Closing of Private Placement

Zoomcar Holdings, Inc. has entered into a securities purchase agreement with accredited investors to complete the seventh closing of its Series A unit offering. The transaction, dated October 23, 2026, involved the sale of 75 Series A units at a price of $1,000 per unit. Each unit consists of one share of Series A Convertible Preferred Stock and one warrant to purchase 20,000 shares of common stock.

The offering generated aggregate gross proceeds of approximately $75,000 for the company. The placement of these securities was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(c) of Regulation D, relying on the accredited investor exemption. The company has entered into a registration rights agreement with the purchasers, obligating it to file a registration statement with the U.S. Securities and Exchange Commission for the resale of the common stock underlying the preferred shares and warrants by the 15th calendar day following the closing.

ThinkEquity LLC was appointed as the exclusive placement agent for the transaction. As compensation, the company agreed to pay a cash fee equal to 10.0% of the gross proceeds, a non-accountable expense allowance of 1.0%, and issued placement agent warrants to purchase 150,000 shares of common stock. The board of directors approved these arrangements with John Clarke, a director of Zoomcar who is an employee of ThinkEquity, recusing himself from the vote.

The filing also details a material modification to the rights of security holders. Following the conversion of outstanding convertible promissory notes, price-reset and anti-dilution provisions were triggered. This reset lowered the conversion price of the Series A Convertible Preferred Stock from $0.05 per share to $0.0116 per share. As a result, each outstanding share of preferred stock is now convertible into 86,206 shares of common stock, a significant increase from the initial 20,000 shares. The company has directed its transfer agent to reserve sufficient shares to accommodate this conversion and warrant exercise.

Separately, Zoomcar received notice from OTC Markets Group Inc. on September 22, 2026, that its public float was below the 10% threshold required for the OTCQB Venture Market. The company has been granted a 90-day cure period ending December 21, 2026, to regain compliance, though the stock may be removed from the market if the requirement is not met.