BANGALORE, India, Nov. 7, 2024 — Zoomcar Holdings, Inc. (“Zoomcar” or the “Company”) (NASDAQ: ZCAR), the Nasdaq-listed leading marketplace for self-drive car sharing, has successfully closed a private placement with institutional investors. The total gross cash proceeds reached $9.15 million, before deducting placement agent fees and other offering expenses. This amount includes a $2.5 million investment from one of the company’s directors. Zoomcar plans to use the net proceeds to repay approximately $3.8 million in outstanding debt to institutional investors and allocate the remaining funds for general corporate purposes and working capital.

As part of this private placement, Zoomcar issued a total of 2,137,850 units, each sold at an effective price of $4.28. Each unit comprises one share of common stock (or a pre-funded warrant in its place), two Series A warrants (each exercisable for one common stock share at an initial exercise price of $4.03), and one Series B warrant. The Series A warrants enable the purchase of up to 4,275,700 common stock shares, while the Series B warrant’s exercise price is $0.0001, with the number of shares determined on the Reset Date. Both Series A and Series B warrants become exercisable upon obtaining Stockholder Approval (as defined in the Series A warrant). The Series A warrants have a 5-year term, and the Series B warrants remain exercisable until fully exercised. The exercise price and number of shares for Series A warrants are subject to adjustments on the Reset Date and with future dilutive issuances, with a floor of $0.806. The exercise price and number of shares for Series B warrants are also subject to adjustments due to reverse stock splits, with a floor as detailed in the Current Report on Form 8-K to be filed for this private placement.

Aegis Capital Corp. acted as the Exclusive Placement Agent for the private placement.

The securities involved in this private placement are exempt from registration under the Securities Act of 1933, as amended. They are not registered under the Act or applicable state securities laws and cannot be offered or sold in the United States unless registered under the Act or an exemption applies. Under a registration rights agreement, Zoomcar has committed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) to cover the resale of common stock issued in this private placement, including common stock issuable upon exercise of pre-funded warrants and the warrants sold.

This press release does not constitute an offer to sell or a solicitation to buy any of the securities mentioned, nor is there any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful before registration or qualification under applicable securities laws.

About Zoomcar

Zoomcar, founded in 2013 and headquartered in Bengaluru, India, is a leading marketplace for car sharing, operating primarily in India. Zoomcar connects Hosts and Guests, offering a selection of cars at affordable prices, promoting sustainable and smart transportation solutions in India.

Safe Harbor Statement

This press release contains, or may contain, certain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. These include, but are not limited to, statements related to the closing of this offering, the exercise of the warrants and receipt of proceeds, the company’s ability to use the financing for operations, and other statements identified by words like “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based on the current beliefs and expectations of Zoomcar’s management and are subject to various risks and uncertainties, including, but not limited to, market conditions and those outlined in the company’s filings with the Securities and Exchange Commission. Actual results and timing may differ significantly from those expressed or implied in these forward-looking statements. Forward-looking statements are subject to change based on factors beyond the company’s control. Zoomcar does not undertake any obligation to publicly update forward-looking statements, whether due to new information, future events, or otherwise, except as required by applicable law.

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• Bhagyashree Rewatkar:

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SOURCE Zoomcar