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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): March 12, 2024
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) |
+91 99454-8382
(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 |
||
| Common Stock, par value $0.0001 per share | ZCAR | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one share of Common Stock at a price of $11.50, subject to adjustment | ZCARW | The Nasdaq Stock Market LLC |
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.
Reference is made to that Current Report on Form 8-K filed by Zoomcar Holdings, Inc. (the “Company”) on February 2, 2024.
On February 1, 2024, the Company entered into an agreement (the “Lock-Up Release Agreement”) with two of the former members of the Sponsor, ASJC Global LLC – Series 24 (“ASJC”) and Cohen Sponsor LLC – A24 RS (“Sponsor Investor”, and together with ASJC, the “Lock-Up Release Parties”), pursuant to which the Company agreed to waive the lock-up restrictions provided for in the letter agreement, dated October 26, 2021, by and among the Company, the officers and directors of the Company, and Innovative International Sponsor I LLC with respect to the Lock-Up Release Parties for a period of 120 days (the “Lock-Up Release Period”) in exchange for certain cash payments as described therein.
On March 18, 2024, the Lock-Up Release Agreement was amended (the “Amendment”) pursuant to which (i) the Lock-Up Release Period was extended from 120 days through the end of the original six-month lock-up period, (ii) the volume and stock price restrictions for sales made by the Lock-Up Release Parties during the Lock-Up Release Period were removed and (iii) the payment terms between the Company and Lock-Up Release Parties was modified such that, in lieu of the prior payment schedule, the Lock-Up Release Parties will pay the Company $500,000 in an upfront cash payment and thereafter, and only after the Lock-Up Release Parties have sold 1,428,572 shares, the Lock-Up Release Parties will pay the Company $0.35 per additional share sold during the Lock-Up Release Period.
The foregoing description of the terms of the Lock-Up Release Agreement is qualified in its entirety by the full text of the agreement, a copy of which was filed as Exhibit 10.1 to the February 8-K and is incorporated herein by reference. The foregoing description of the terms of the Amendment is qualified in its entirety by the full text of the agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 12, 2024, the Company received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, as a result of the resignation of David Ishag from the board of directors of the Company (the “Board”), effective January 30, 2024, the Company is no longer in compliance with the continued listing requirements set forth in Nasdaq Listing Rule 5605, which requires that a majority of the Board be comprised of independent directors. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.
The Notice further provided that, pursuant to Nasdaq Listing Rules 5605(b)(1)(A), Nasdaq will provide the Company with a cure period in order to regain compliance as follows: (i) until the earlier to occur of the Company’s next annual shareholders’ meeting or January 30, 2025; or (ii) if the next annual shareholders’ meeting is held before July 29, 2024, then the Company must evidence compliance no later than July 29, 2024.
If compliance is not achieved by the expiration of the applicable cure period, the Notice states that the Company will receive written notification that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel. We expect to regain compliance with the Nasdaq Listing Rules prior to the expiration of the applicable cure period provided by Nasdaq.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
|
Exhibit |
Description |
|
| 10.1 | Amendment to Lock-Up Release Agreement | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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 18, 2024 | Zoomcar Holdings, Inc. | |
| By: | /s/ Greg Moran | |
| Name: | Greg Moran | |
| Title: | Chief Executive Officer and Director | |
2
Exhibit 10.1
AMENDMENT TO LOCK-UP RELEASE AGREEMENT
This AMENDMENT TO LOCK-UP RELEASE AGREEMENT (this “Amendment”), dated as of March 15, 2024, is made by and among Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), ASJC Global LLC – Series 24 (“ASJC”), and Cohen Sponsor LLC – A24 RS (“Sponsor Investor”, and together with ASJC, the “Investors”).
Reference is hereby made to the Lock-Up Release Agreement, dated as of February 1, 2024, by and among the Company and the Investors (as amended by this Amendment and as may be further amended and restated from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
1. Amendment. Pursuant to and in accordance with Section 13 of the Agreement, the Parties hereby agree to amend the Agreement as follows:
(a) Section 1 of the Agreement is hereby amended and restated in its entirety as follows:
Release from Lock-Up. Upon the full execution of this Agreement by the Parties, the Company shall immediately release (a) ASJC from the terms of the Lock-Up as to 2,375,925 shares of Common Stock (the “ASJC Shares”) and (b) Sponsor Investor from the terms of the Lock-Up as to 2,041,575 shares of Common Stock (the “Sponsor Investor Shares”, and collectively with the ASJC Shares, the “Shares”), in each case as provided for in Section 7 of the Letter Agreement, and ASJC and Sponsor Investor will not be subject to any contractual restrictions on transfer of the ASJC Shares and the Sponsor Investor Shares, as applicable.
(b) Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following:
[Reserved.]
(c) Schedule A of the Agreement is hereby amended and restated in its entirety as set forth on Schedule A attached hereto.
2. No Other Amendments. All other terms and conditions of the Agreement shall remain in full force and effect and the Agreement shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.
3. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
4. Ratification. The terms and provisions set forth in this Amendment modify and supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and continue in full force and effect. All parties hereby agree that the Agreement, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.
5. Governing Law. This Amendment, and all claims or causes of action based upon, arising out of, or related to this Amendment or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
(Signature page follows.)
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.
| ASJC: | ||
|
ASJC Global LLC – Series 24 Cohen and Company Financial Management, its financial manager |
||
| By: | /s/ Andrew Davilman | |
| Name: | Andrew Davilman | |
| Its: | COO | |
| SPONSOR INVESTOR: | ||
| Cohen Sponsor LLC – A24 RS | ||
| By: | /s/ Lester Brafman | |
| Name: | Lester Brafman | |
| Its: | Authorized Person | |
| COMPANY: | ||
| Zoomcar Holdings, Inc. | ||
| By: | /s/ Greg Moran | |
| Name: | Greg Moran | |
| Its: | Chief Executive Officer and Director | |
SCHEDULE A
Within 3 business days following each 14 calendar day period beginning on the date of this Agreement and ending 120 calendar days following the date of this Agreement (the “Payment Period”), the Investors shall pay a cash fee to the Company as described below for each Share sold during each 14 calendar day period (or for the last period, 8 calendar day period) during the Payment Period by the Investors following removal of the Lock-Up legend as described herein. The consideration to be paid by the Investors to the Company for each Share will be $0.35 per Share; provided, that the Company shall not receive any proceeds following the sale of Shares until the proceeds to the Investors equal to the product of (x) the aggregate Shares sold and (y) $0.35, exceeds $500,000.
The Investors (or an affiliate thereof) shall provide a total of $500,000 to an account designated by the Company, which shall be funded within three days of execution of the Amendment to which this Schedule A is attached.