8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2026

ZOOMCAR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40964	99-0431609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India	560008
(Address of principal executive offices)	(Zip Code)

+918048821871

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NA	NA	NA

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

ACM Letter Agreement

On May 6, 2026, Zoomcar Holdings, Inc. (the “Company”) entered into a letter agreement (the “ACM Letter Agreement”) with ACM Zoomcar Convert LLC (“ACM”), with respect to the previously disclosed judgment entered against the Company in favor of ACM in the principal amount of approximately $6,000,000 (together with interest and other amounts, the “ACM Judgment”). Pursuant to the ACM Letter Agreement, (i) the Company will pay ACM $2,500,000 in cash on or before October 31, 2026; (ii) following satisfaction of the cash payment in full, the residual balance of the ACM Judgment (approximately $3,500,000) will be satisfied by issuance to ACM of equity securities of the Company at the price and on the economic terms of the next Company financing closed prior to the date the cash payment is made in full; (iii) ACM is entitled to receive at least 10% of the gross proceeds of any capital raising activity of the Company (or, if greater, the highest percentage of such gross proceeds received by any other creditor of the Company in connection with such capital raise); (iv) ACM has agreed to a courtesy standstill through March 31, 2027, subject to ACM’s right in its sole discretion to terminate such standstill at any time; and (v) the Company has agreed to submit a confession of judgment to ACM in respect of the ACM Judgment (the “ACM Confession of Judgment”), withdraw all pending appeals of the ACM Judgment, and provide ACM with a list of the Company’s assets and bank accounts. The foregoing description is qualified in its entirety by reference to the ACM Letter Agreement, copy of which is filed as Exhibit 10.1, and incorporated herein by reference.

CFI Standstill Agreement

On May 14, 2026, the Company entered into a standstill agreement with CFI Capital LLC (“CFI”) in respect of the convertible redeemable promissory note in the original principal amount of $150,000 previously issued by the Company to CFI on August 24, 2025 (the “CFI Note”), pursuant to which CFI has agreed not to exercise its right to convert the CFI Note into shares of the Company’s common stock at a market-based conversion price prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to the CFI Standstill Agreement, a copy of which is filed as Exhibit 10.2 and incorporated herein by reference.

Labrys Standstill Agreement

On May 15, 2026, the Company entered into a standstill agreement with Labrys Fund II, L.P. (“Labrys”) in respect of the promissory note in the original principal amount of $180,000 previously issued by the Company to Labrys on August 19, 2025 (the “Labrys Note”), pursuant to which Labrys has agreed to forbear from exercising any right to convert the Labrys Note into shares of the Company’s common stock at a market-based conversion price following an event of default prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to the Labrys Standstill Agreement, a copy of which is filed as Exhibit 10.3 and incorporated herein by reference.

Reimer Settlement Agreement

On May 1, 2026, the Company entered into a Confidential Settlement Agreement and General Release (the “Reimer Settlement Agreement”) with Reimer Family Partnership, L.P., Michael Schiavello, and Vasilios Takos (collectively, the “Reimer Plaintiffs”) in resolution of the previously disclosed action captioned Reimer Family Partnership, L.P., et al. v. Zoomcar Holdings, Inc., Index No. 651695/2026, in the Supreme Court of the State of New York, County of New York (the “Reimer Action”). Pursuant to the Reimer Settlement Agreement, (i) subject to entry of an order approving the fairness of the contemplated exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”, and such order, the “Section 3(a)(10) Order”), the Company will issue an aggregate of 39,000,000 shares of common stock (the “Reimer Settlement Shares”) to the Reimer Plaintiffs on January 1, 2027 (or, if later, within five business days after entry of the Section 3(a)(10) Order); (ii) the Reimer Plaintiffs are subject to a thirteen-month leak-out and the aggregate consideration the Reimer Plaintiffs may receive in connection with the Reimer Settlement Agreement is capped at $2,000,000 (including share sale proceeds and any true-up payments); and (iii) the Company executed a Confession of Judgment pursuant to CPLR § 3218 in the principal amount of $2,500,000 (the “Reimer Confession of Judgment”) as a backstop to the Company’s obligations under the Reimer Settlement Agreement, subject to the foregoing $2,000,000 cap.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the $2,500,000 cash payment obligation under the ACM Letter Agreement, the ACM Confession of Judgment, and the Reimer Confession of Judgment is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the issuance of equity securities to ACM in satisfaction of the residual balance of the ACM Judgment and the issuance of the Reimer Settlement Shares is incorporated by reference into this Item 3.02. The issuance to ACM will be made in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The issuance of the Reimer Settlement Shares will be made in reliance on Section 3(a)(10) of the Securities Act, conditioned on entry of the Section 3(a)(10) Order.

Item 5.02 Departure of Directors or Certain Officers.

Resignation of Director

On May 10, 2026, Mohan Ananda notified the Company of his resignation from the Board of Directors of the Company, effective as of May 10, 2026. Mr. Ananda’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Resignation of Chief Legal Officer

On April 28, 2026, Shachi Singh notified the Company of her resignation as Chief Legal Officer & General Counsel of the Company, effective as of April 28, 2026. Ms. Singh’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 8.01 Other Events.

Court Order Vacating TRO and Scheduling Section 3(a)(10) Fairness Hearing

On May 4, 2026, the Hon. Melissa A. Crane of the Supreme Court of the State of New York, County of New York, entered a Decision + Order on Motion in the Reimer Action (NYSCEF Doc. No. 96), vacating the previously entered temporary restraining order and scheduling a fairness hearing on the Reimer Settlement Agreement to be conducted on the papers on June 1, 2026, with all papers to be filed by May 29, 2026, unless an objection requiring an in-person hearing is filed. The issuance of the Reimer Settlement Shares is conditioned upon entry of the Section 3(a)(10) Order following the fairness hearing.

Aegis Termination Letter and Indemnification Agreement

On April 29, 2026, the Company executed a Termination Letter and an Indemnification Agreement (together, the “Aegis Documents”) with Aegis Capital Corp. (“Aegis”). The Aegis Documents provide for the termination of the Company’s prior placement agent and underwriting engagement agreements with Aegis (other than certain surviving tail rights) in exchange for the future issuance to Aegis (or its designee) of units of securities, on the same terms as units issued to investors in the Company’s contemplated private placement of Series A Convertible Preferred Stock and warrants, having an aggregate value of $2,000,000 (the “Consideration Securities”). The Aegis Documents are executory and will not become effective until the issuance of the Consideration Securities, which is to occur on the earliest of (i) 60 days following consummation of the Company’s contemplated uplisting to a national securities exchange and (ii) December 31, 2026. The Company is providing this disclosure in connection with the contemporaneous disclosure of the Aegis Documents to prospective investors in the contemplated private placement; the Company expects to provide further disclosure under Items 1.01, 3.02, and 9.01 at such time as the Consideration Securities are issued.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Letter Agreement, dated May 6, 2026, between Zoomcar Holdings, Inc. and ACM Zoomcar Convert LLC.
10.2	Standstill Agreement, dated May 14, 2026, between Zoomcar Holdings, Inc. and CFI Capital LLC.
10.3	Standstill Agreement, dated May 15, 2026, between Zoomcar Holdings, Inc. and Labrys Fund II, L.P.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZOOMCAR HOLDINGS, INC.
Date: May 19, 2026	By:	/s/ Deepankar Tiwari
	Name:	Deepankar Tiwari
	Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

Zoomcar Holdings, Inc.

Website: www.zoomcar.com

May 11, 2026

ACM Zoomcar Convert LLC

c/o Atalaya Capital Management LP

One Rockefeller Plaza, 32^nd Floor,

New York, NY 10020

Re: Letter of Understanding

Dear Drew,

This letter (the “Letter”) captures the agreement between Zoomcar Holdings, Inc. (“Zoomcar”) and ACM Zoomcar Convert LLC (“ACM”) regarding the path forward to resolve the outstanding judgments entered against Zoomcar on July 1, 2025 (“ACM Judgment”) and reflects the parties’ intention to proceed and resolve such matters as per the terms below.

1. Zoomcar will pay a total of $2,500,000 to ACM on or before October 31, 2026. This may be paid in one or more tranches over time. Each payment made will reduce on a dollar-for-dollar basis, the ACM Judgment.

2. Once the $2,500,000 has been fully paid, the remaining balance of the ACM Judgment (as of the date of this Letter, ~$3,500,000 plus accrued interest, up to the date of the conversion) will be satisfied via the issuance of equity. This equity will be (i) issued on the same price and economic terms as any subsequent Zoomcar financing closed before the date upon which a total of $2,500,000 (as contemplated by Paragraph 1 above), has been received by ACM and (ii) subject to the same conditions as any such offering (assuming such person(s) were also investing the amount (or smaller amount) that ACM would be investing).  To the extent multiple financings are closed prior to ACM receiving $2,500,000, ACM shall, subject to the terms of the foregoing sentence, be permitted to convert on any of the terms of any of such financings.

3. From the date of the Letter, ACM shall be notified as soon as practical, but in no event less than five business days in advance, of all capital raising activity of Zoomcar so that ACM can ensure that Zoomcar is paying down the $2,500,000 set forth in Paragraph 1 above as “promptly as practical” (as such terms may be determined by Zoomcar in its sole, good faith, discretion). Notwithstanding the foregoing, with respect to any capital raising activity, (a) ACM shall receive at least 10% of the gross proceeds of any such capital activity and (b) Zoomcar shall not prioritize paying down any of its other creditors (i.e., if another creditor, for example, gets 17% of the a proceeds of a capital raise, then ACM shall also receive at least 17% of such proceeds). Upon the execution of this Letter, ThinkEquity shall be notified, in writing, of the terms of this Letter.

4. Until March 31^st, 2027 (the “Courtesy Standstill Period”) ACM shall not take any further action to enforce or realize on the ACM Judgement (other than, for the avoidance of doubt, the activity permitted by Paragraph 5 below) but only to the extent it believes, in ACM’s sole discretion, that ZCAR is working to pay ACM. In the event ACM believes that is not the case, ACM may terminate the Courtesy Standstill Period and Zoomcar shall have no rights to challenge such early termination. In addition, ACM may, in its sole discretion, extend the Courtesy Standstill Period if it believes that Zoomcar’s uplisting capital raise is nearing completion. Any such extension(s) or early termination shall be reflected in a written agreement executed by ACM.

5. Simultaneous with the execution of this Letter, Zoomcar shall (i) with respect to the ACM Judgment, submit a confession of judgment to ACM, and withdraw all appeals of ACM’s judgement and (ii) provide ACM with a list of all of its assets and bank accounts, as may be updated from time to time, so that ACM may perfect the ACM Judgement (and place associated liens), with the understanding that any further enforcement or realization actions shall be subject to the terms of the Courtesy Standstill Period set forth in Paragraph 4 above.

6. This Letter constitutes a legally binding and enforceable agreement between the parties with respect to the subject matter hereof. The parties acknowledge and agree that the ACM Judgment remains valid and enforceable in accordance with its terms, subject to the provisions of this Letter. Please confirm your agreement to the foregoing by executing this Letter in the space provided below and returning a signed copy to the undersigned.

ON BEHALF OF ZOOMCAR HOLDINGS, INC.
By:
Name:	Deepankar Tiwari
Title:	Chief Executive Officer
AGREED AND ACCEPTED:
ON BEHALF OF ACM ZOOMCAR CONVERT LLC
By:
Name:	Drew Phillips
	Authorised Signatory

EX-10.2

Exhibit 10.2

Conversion Standstill Agreement

This Conversion Standstill Agreement (this “Agreement”) is entered into as of May 14, 2026 (the “Effective Date”), by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and CFI Capital LLC, a [state/form of organization] (the “Holder”). The Company and the Holder are each a “Party” and, collectively, the “Parties”.

Recitals

A. The Holder is the holder of that certain convertible promissory note issued by the Company, dated as of August 24, 2025, in the original principal amount of $150,000 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Note”), which Note is convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), in accordance with its terms.

B. The Company is pursuing a private placement of its securities (the “Bridge Financing”), which is being conducted in one or more closings, with ThinkEquity LLC serving as placement agent.

C. The Parties have previously entered into one or more standstill arrangements pursuant to which the Holder agreed to forbear from converting the Note in exchange for certain standstill fees paid or payable by the Company, including a standstill in effect through May 31, 2026 (collectively, the “Prior Standstill Arrangements”).

D. The Parties have agreed (i) that the Holder shall further forbear from converting the Note into Common Stock during the period from June 1, 2026 through September 30, 2026, (ii) that the Company shall pay to the Holder, on or before May 29, 2026, an aggregate amount of $72,500 representing all standstill fees owed by the Company to the Holder, (iii) that the Company shall prepay the Note in full on or before September 30, 2026, and (iv) certain other matters, all on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Conversion Standstill. From and after June 1, 2026 through and including September 30, 2026 (the “Standstill Period”), the Holder shall not, and shall cause its affiliates not to, directly or indirectly, deliver any notice of conversion, exercise notice, or other similar instruction (a “Conversion Notice”), or otherwise convert, exchange, or exercise all or any portion of the Note into, or for, any shares of Common Stock or any other equity securities of the Company. Any Conversion Notice purportedly delivered by the Holder during the Standstill Period shall be void ab initio and of no force or effect. The Company shall be entitled to instruct its transfer agent not to honor any Conversion Notice delivered by the Holder during the Standstill Period. For the avoidance of doubt, the Holder’s forbearance during the period from and including the Effective Date through May 31, 2026 shall continue to be governed by the Prior Standstill Arrangements.

2. Standstill Fees. In consideration of the Holder’s covenants and agreements set forth herein and as full and final settlement of all standstill fees owed by the Company to the Holder, the Company shall pay to the Holder a one-time, non-refundable cash payment in the aggregate amount of $72,500 (the “Standstill Payment”), payable by wire transfer of immediately available funds to an account designated in writing by the Holder, on or before May 29, 2026. The Standstill Payment is comprised of (a) $50,000 in consideration of the Holder’s forbearance during the Standstill Period; (b) $15,000 representing the standstill fee owed for the period through May 31, 2026 pursuant to the Prior Standstill Arrangements; and (c) $7,500 representing the standstill fee remaining unpaid in connection with an earlier of the Prior Standstill Arrangements. The Standstill Payment is payable solely in cash, shall not be applied against, or reduce in any respect, the outstanding principal balance of, or accrued interest on, the Note, and shall be in addition to, and not in lieu of, any principal, accrued interest, or other amounts owing under the Note.

3. Failure to Pay; Null and Void. If the Standstill Payment is not received in full by the Holder on or before May 29, 2026, this Agreement shall automatically and without further action by either Party be null and void ab initio, and all rights and remedies of the Holder under the Note (including the right to convert) shall be reinstated as if this Agreement had never been entered into; provided, however, that any portion of the Standstill Payment actually received by the Holder prior to such termination shall be retained by the Holder and credited against amounts owed under the Prior Standstill Arrangements.

4. Prepayment of the Note. On or before September 30, 2026, the Company shall prepay the Note in full by wire transfer of immediately available funds in the amount of $223,842.74 (the “Prepayment Amount”), representing all outstanding principal and accrued interest on the Note through September 30, 2026. The Company may, at its option, prepay the Note in full prior to September 30, 2026, in which case the Prepayment Amount shall be appropriately adjusted to reflect accrued interest through the actual date of prepayment, consistent with the terms of the Note. Upon the Holder’s receipt of the Prepayment Amount (as so adjusted), the Note shall be deemed satisfied and discharged in full.

5. Extension of Maturity Date. Effective as of the Effective Date, the maturity date of the Note is hereby extended to September 30, 2026, and any reference in the Note to the “Maturity Date” shall be deemed to refer to September 30, 2026.

6. Note Remains in Full Force and Effect. Except as expressly modified by this Agreement, the Note shall remain in full force and effect in accordance with its terms. Without limiting the generality of the foregoing, (a) interest shall continue to accrue on the outstanding principal balance of the Note in accordance with its terms during the Standstill Period; and (b) all other rights and remedies of the Holder under the Note (other than the right to convert during the Standstill Period as set forth in Section 1) are expressly preserved. For the avoidance of doubt, nothing herein shall constitute a waiver of any default or event of default under the Note existing as of the Effective Date.

7. Early Termination of Standstill. In addition to termination pursuant to Section 3, the Standstill Period shall terminate automatically, and the restrictions set forth in Section 1 shall cease to apply, upon the earliest to occur of (a) September 30, 2026; (b) the Company’s failure to pay the Prepayment Amount on or before September 30, 2026; (c) the commencement by or against the Company of any case or proceeding under any bankruptcy, insolvency, or similar law; and (d) the written agreement of the Parties.

8. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that: (a) the Holder has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly executed and delivered by the Holder and constitutes the legal, valid, and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) the Holder is the sole legal and beneficial owner of the Note, free and clear of any liens, encumbrances, or other adverse claims, and has not assigned, transferred, pledged, hypothecated, or otherwise disposed of any portion of the Note or any rights thereunder; and (d) the Holder has not delivered any Conversion Notice that remains outstanding or unprocessed as of the Effective Date.

9. Representations and Warranties of the Company. The Company represents and warrants to the Holder that: (a) the Company has full corporate power and authority to enter into and perform this Agreement; and (b) this Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.

10. Miscellaneous. (a) Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the State of [New York / Delaware], without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in [•] for purposes of any dispute arising out of or relating to this Agreement. (b) Entire Agreement; Amendment. This Agreement, together with the Note, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, including the Prior Standstill Arrangements; provided, however, that the Holder’s receipt and retention of any standstill fees previously paid pursuant to the Prior Standstill Arrangements shall not be disturbed. This Agreement may be amended or modified only by a written instrument signed by both Parties. (c) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by facsimile or electronic transmission, including .pdf or DocuSign), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. (d) No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties any legal or equitable right, benefit, or remedy of any nature whatsoever. (e) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. (f) No Waiver. Except as expressly provided herein, the execution and delivery of this Agreement shall not constitute a waiver of any default or event of default under the Note existing as of the Effective Date.

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IN WITNESS WHEREOF, the Parties have executed this Conversion Standstill Agreement as of the Effective Date.

COMPANY:		HOLDER:
ZOOMCAR HOLDINGS, INC.		CFI CAPITAL LLC
By:	Sachin Gupta	By:	/s/ Aharon Fraiman
Name:	Sachin Gupta	Name:	Aharon Fraiman
Title:	CFO	Title:	Manager

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EX-10.3

Exhibit 10.3

Conversion Standstill Agreement

This Conversion Standstill Agreement (this “Agreement”) is entered into as of May 15, 2026 (the “Effective Date”), by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and Labrys Fund II, L.P., a Delaware limited partnership (the “Holder”). The Company and the Holder are each a “Party” and, collectively, the “Parties”.

Recitals

A. The Holder is the holder of that certain promissory note issued by the Company, dated as of August 19, 2025, in the original principal amount of $180,000 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Note”), which Note is convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as provided in the Note.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Conversion Standstill. During the period beginning on the Effective Date and continuing through and including September 29, 2026 (the “Standstill Period”), the Holder shall not effectuate any notice of conversion under the Note (a “Conversion Notice”). The Company may at any time during the Standstill Period, at the Company’s discretion, give irrevocable written notice to the Holder, to permit the Holder to voluntarily effectuate the conversion(s) of any amounts under the Note pursuant to the terms of the Note (each an “Optional Conversion”). For the avoidance of doubt, the Holder shall not be required to effectuate such Optional Conversion(s)

2. Extension Premium. In consideration of the Holder’s covenants and agreements set forth herein and the extension of the maturity date of the Note as provided in Section 3 of this Agreement, the Company shall pay to the Holder a one-time, non-refundable cash premium payment in the aggregate amount of $45,000 (the “Extension Premium”), payable by wire transfer of immediately available funds to an account designated in writing by the Holder, on or before May 31, 2026 (the “Extension Payment Deadline”). The Extension Premium constitutes a premium payment in consideration of the extension granted hereunder and shall not be applied against, or reduce in any respect, the outstanding principal balance of, or accrued interest on, the Note. The Extension Premium is payable solely in cash and shall be in addition to, and not in lieu of, any principal, accrued interest, or other amounts owing under the Note. For the avoidance of doubt, the Extension Premium payment shall not reduce any of the amounts owed under the Note. Notwithstanding anything in this Agreement to the contrary, if the Company fails to pay the Extension Premium to the Holder on or before the Extension Payment Deadline, then this Agreement shall be null and void and of no further force or effect.

3. Extension of Maturity Date. Effective as of the Effective Date, the maturity date of the Note is hereby extended to September 30, 2026, and any reference in the Note to the “Maturity Date” shall be deemed to refer to September 30, 2026. Additionally, the Company shall no longer be required to make any Amortization Payment (as defined in the Note) (each an “Amortization Paymen”) under the Note.

4. Note Remains in Full Force and Effect. Except as expressly modified by this Agreement, the Note shall remain in full force and effect in accordance with its terms. Without limiting the generality of the foregoing, (a) interest shall continue to accrue on the outstanding principal balance of the Note in accordance with its terms during the Standstill Period; (b) all scheduled principal and interest payments due under the Note (other than the Amortization Payments originally due prior to September 30, 2026, which are eliminated as provided in Section 3 of this Agreement) shall continue to be paid in cash in accordance with the terms of the Note; and (c) all other rights and remedies of the Holder under the Note (other than the right to convert as set forth in Section 1 of this Agreement) are expressly preserved. For the avoidance of doubt, nothing herein shall constitute a waiver of any default or event of default under the Note existing as of the Effective Date.

5. Early Termination of Standstill. The Standstill Period shall terminate automatically, and the restrictions set forth in Section 1 shall cease to apply, upon the earliest to occur of (a) September 30, 2026; (b) the Company’s failure to pay the Extension Premium in accordance with Section 2 of this Agreement; (c) the commencement by or against the Company of any case or proceeding under any bankruptcy, insolvency, or similar law; and (d) the written agreement of the Parties.

6. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that: (a) the Holder has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly executed and delivered by the Holder and constitutes the legal, valid, and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) the Holder is the sole legal and beneficial owner of the Note, free and clear of any liens, encumbrances, or other adverse claims, except restrictions under applicable securities laws, and has not assigned, transferred, pledged, hypothecated, or otherwise disposed of any portion of the Note or any rights thereunder; and (d) the Holder has not delivered any Conversion Notice that remains outstanding or unprocessed as of the Effective Date.

7. Representations and Warranties of the Company. The Company represents and warrants to the Holder that: (a) the Company has full corporate power and authority to enter into and perform this Agreement; and (b) this Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.

8. Miscellaneous. (a) Governing Law; Forum. Section 4.6 of the Note shall apply to this Agreement. (b) Entire Agreement; Amendment. This Agreement, together with the Note, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written. This Agreement may be amended or modified only by a written instrument signed by both Parties. (c) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by facsimile or electronic transmission, including .pdf or DocuSign), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. (d) No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties any legal or equitable right, benefit, or remedy of any nature whatsoever. (e) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. (f) No Waiver. The execution and delivery of this Agreement shall not constitute a waiver of any default or event of default under the Note existing as of the Effective Date, except to the extent expressly provided herein.

[signature page to follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

COMPANY:		HOLDER:
ZOOMCAR HOLDINGS, INC.		LABRYS FUND II, L.P.
By:	/s/ Sachin Gupta	By: Labrys II GP, LLC, its General Partner
Name:	Sachin Gupta
Title:	Chief Financial Officer	By:	/s/ Thomas Silverman
		Name:	Thomas Silverman
		Title:	Authorized Signatory

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XML

Cover	Apr. 28, 2026
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 28, 2026
Entity File Number	001-40964
Entity Registrant Name	ZOOMCAR HOLDINGS, INC.
Entity Central Index Key	0001854275
Entity Tax Identification Number	99-0431609
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Anjaneya Techno Park
Entity Address, Address Line Two	No.147
Entity Address, Address Line Three	1st Floor
Entity Address, City or Town	Bangalore
Entity Address, Country	IN
Entity Address, Postal Zip Code	560008
City Area Code	+91
Local Phone Number	8048821871
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false