{"filing":{"accession_number":"0001213900-26-089345","cik":"0001854275","ticker":"ZCARW","company_name":"Zoomcar Holdings, Inc.","form":"8-K","filing_date":"2026-08-13","report_date":"2026-07-27","primary_document":"ea0302057-8k_zoomcar.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1854275/000121390026089345/ea0302057-8k_zoomcar.htm"},"events":[{"id":27659,"run_id":25226,"accession_number":"0001213900-26-089345","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"Zoomcar entered into securities purchase agreements on July 27, 2026, issuing 498 Series A Convertible Preferred Shares and 498 Warrants (exercisable for 9.96 million common shares) in a private placement under Section 4(a)(2) and Regulation D Rule 506(c), with up to $5 million in units plus a $5 million overallotment option. The offering includes unregistered sales of Units, Preferred Shares, Warrants, and Placement Agent Warrants, with significant potential dilution to existing shareholders through conversion and warrant exercise rights.","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13","form":"8-K","submitted_at":null,"items":[{"id":29275,"accession_number":"0001213900-26-089345","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Zoomcar entered into securities purchase agreements on July 27, 2026, issuing 498 Series A Convertible Preferred Shares and 498 Warrants (exercisable for 9.96 million common shares) in a private placement under Section 4(a)(2) and Regulation D Rule 506(c). The offering provides for up to $5 million in units plus a $5 million overallotment option. This is a classic dilutive private placement of convertible securities and warrants to accredited investors, with significant potential dilution to existing shareholders through conversion and warrant exercise rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29276,"accession_number":"0001213900-26-089345","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses unregistered sales of Units, Preferred Shares, Warrants, and Placement Agent Warrants under Section 4(a)(2) and Regulation D Rule 506(c), with shares of Common Stock issuable upon conversion and exercise. The press release confirms stockholder approval of an \"Authorized Share Increase\" from 250 million to 1.99 billion shares and an \"Offer to Exchange\" for up to 509 million shares of Common Stock in connection with warrant exchanges. This represents a substantial dilutive private placement and warrant conversion activity material to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27660,"run_id":25226,"accession_number":"0001213900-26-089345","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.96,"summary":"Zoomcar held its 2026 Annual Meeting of Stockholders on August 11, 2026, with stockholder approval of six proposals: ratification of auditors, authorization to increase authorized common shares from 250 million to 1.99 billion, approval of a warrant exchange offer for up to 509 million shares, a restricted stock grant to Chairman Uri Levine, authorization for a reverse stock split, and meeting adjournment. All proposals passed, reflecting material shareholder approval of significant capital structure changes and executive compensation.","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13","form":"8-K","submitted_at":null,"items":[{"id":29277,"accession_number":"0001213900-26-089345","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses voting results from Zoomcar's 2026 Annual Meeting of Stockholders held on August 11, 2026, including approval of six proposals: ratification of auditors, authorization to increase common shares from 250M to 1.99B, approval of a warrant exchange offer for up to 509M shares, a restricted stock grant to the Chairman, authorization for a reverse stock split, and adjournment authority. The press release explicitly states \"Zoomcar Announces Voting Results from 2026 Annual Meeting of Stockholders\" and provides detailed vote tallies for each proposal, which is the core disclosure under Item 5.07.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29278,"accession_number":"0001213900-26-089345","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is Item 5.07 disclosing the results of Zoomcar's 2026 Annual Meeting of Stockholders held on August 11, 2026. The filing reports voting outcomes on six proposals: ratification of auditors, authorization of 1.74 billion additional shares, approval of warrant-to-share exchange (509 million shares), inducement grant to Chairman Uri Levine, reverse stock split authority, and meeting adjournment. All proposals passed. The disclosure is material as it reflects shareholder approval of significant capital structure changes (authorized share increase, warrant exchange, reverse split) and executive compensation, each affecting investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29279,"accession_number":"0001213900-26-089345","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses voting results from Zoomcar's 2026 Annual Meeting of Stockholders held on August 11, 2026, including approval of six proposals: ratification of auditors, authorization to increase common stock shares from 250M to 1.99B, approval of a warrant exchange offer for up to 509M shares, a 1M restricted share grant to the Chairman, authorization for a reverse stock split, and adjournment authority. This is a classic Item 5.07 shareholder vote results disclosure with material implications including significant share dilution and capital structure changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29280,"accession_number":"0001213900-26-089345","item_number":"8.01","item_title":"Other Events.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure incorporates Item 1.01 regarding an offering extension, but the substantive content in the attached press release (EX-99.1) announces voting results from the 2026 Annual Meeting of Stockholders held on August 11, 2026. The press release details stockholder approval of six proposals including ratification of auditors, authorization of additional shares, approval of a warrant exchange offer, equity grants to the Chairman, reverse stock split authorization, and meeting adjournment authority. This is a classic shareholder_vote_results disclosure under Item 5.07.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29275,"accession_number":"0001213900-26-089345","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Zoomcar entered into securities purchase agreements on July 27, 2026, issuing 498 Series A Convertible Preferred Shares and 498 Warrants (exercisable for 9.96 million common shares) in a private placement under Section 4(a)(2) and Regulation D Rule 506(c). The offering provides for up to $5 million in units plus a $5 million overallotment option. This is a classic dilutive private placement of convertible securities and warrants to accredited investors, with significant potential dilution to existing shareholders through conversion and warrant exercise rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13"},{"id":29276,"accession_number":"0001213900-26-089345","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses unregistered sales of Units, Preferred Shares, Warrants, and Placement Agent Warrants under Section 4(a)(2) and Regulation D Rule 506(c), with shares of Common Stock issuable upon conversion and exercise. The press release confirms stockholder approval of an \"Authorized Share Increase\" from 250 million to 1.99 billion shares and an \"Offer to Exchange\" for up to 509 million shares of Common Stock in connection with warrant exchanges. This represents a substantial dilutive private placement and warrant conversion activity material to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13"},{"id":29277,"accession_number":"0001213900-26-089345","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses voting results from Zoomcar's 2026 Annual Meeting of Stockholders held on August 11, 2026, including approval of six proposals: ratification of auditors, authorization to increase common shares from 250M to 1.99B, approval of a warrant exchange offer for up to 509M shares, a restricted stock grant to the Chairman, authorization for a reverse stock split, and adjournment authority. The press release explicitly states \"Zoomcar Announces Voting Results from 2026 Annual Meeting of Stockholders\" and provides detailed vote tallies for each proposal, which is the core disclosure under Item 5.07.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13"},{"id":29278,"accession_number":"0001213900-26-089345","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is Item 5.07 disclosing the results of Zoomcar's 2026 Annual Meeting of Stockholders held on August 11, 2026. The filing reports voting outcomes on six proposals: ratification of auditors, authorization of 1.74 billion additional shares, approval of warrant-to-share exchange (509 million shares), inducement grant to Chairman Uri Levine, reverse stock split authority, and meeting adjournment. All proposals passed. The disclosure is material as it reflects shareholder approval of significant capital structure changes (authorized share increase, warrant exchange, reverse split) and executive compensation, each affecting investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13"},{"id":29279,"accession_number":"0001213900-26-089345","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses voting results from Zoomcar's 2026 Annual Meeting of Stockholders held on August 11, 2026, including approval of six proposals: ratification of auditors, authorization to increase common stock shares from 250M to 1.99B, approval of a warrant exchange offer for up to 509M shares, a 1M restricted share grant to the Chairman, authorization for a reverse stock split, and adjournment authority. This is a classic Item 5.07 shareholder vote results disclosure with material implications including significant share dilution and capital structure changes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13"},{"id":29280,"accession_number":"0001213900-26-089345","item_number":"8.01","item_title":"Other Events.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The Item 8.01 disclosure incorporates Item 1.01 regarding an offering extension, but the substantive content in the attached press release (EX-99.1) announces voting results from the 2026 Annual Meeting of Stockholders held on August 11, 2026. The press release details stockholder approval of six proposals including ratification of auditors, authorization of additional shares, approval of a warrant exchange offer, equity grants to the Chairman, reverse stock split authorization, and meeting adjournment authority. This is a classic shareholder_vote_results disclosure under Item 5.07.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T10:08:33.969948+00:00","company_name":"Zoomcar Holdings, Inc.","ticker":"ZCARW","filing_date":"2026-08-13"}]}