BANGALORE, India, June 20,
2024 /PRNewswire/ -- Zoomcar Holdings, Inc. (NASDAQ:
ZCAR) (the "Company"), a marketplace for car sharing in emerging
markets, today announces the closing of the purchase and sale of
approximately $3.6 million of
promissory notes and investor warrants for expected aggregate gross
proceeds of $3 million with
institutional investors.
The offering consisted of the sale of (i) senior non-convertible
notes in an aggregate principal amount of $3,600,000 (the "Notes"), and (ii) warrants to
purchase approximately 53 million shares of Company common stock
with an exercise price of $0.1416 per
share (the "Warrants").
The Notes will be the senior unsecured obligations of the
Company and were issued with an original issue discount of
approximately 16.67%. The Notes will bear interest at 15% per year
unless an event of default has occurred, upon which interest
accrues at 20% per year. The Notes will mature on the earlier of
nine months after issuance or the closing of capital raises or
sales of assets of the Company with net proceeds sufficient to
repay the Notes (the "Maturity Date").
The Warrants are exercisable beginning on the later of (a) the
six-month anniversary of issuance and (b) the date the Company
obtains stockholder approval. The Warrants expire five years after
the later of (x) stockholder approval and (y) the date the Warrant
shares may be sold pursuant to an effective registration statement
or exemption from registration. The Warrants are subject to
exercise price and corresponding share adjustments for certain
dilutive issuances and resets following reverse stock splits, in
each case, subject to a floor price, and also contain an
alternative cashless exercise provision permitting for the cashless
exchange of the Warrants for an equal number of shares. The
Warrants contain certain exercise limitations, providing that no
exercise may be made if, after giving effect to the exercise, the
holder, together with any of its affiliates, would own in excess of
4.99% of the Company's outstanding shares of common stock.
The Company expects to use the net proceeds from the offering,
together with its existing cash, for general corporate purposes and
working capital.
Aegis Capital Corp. acted as Exclusive Placement Agent for
the private placement.
The securities described above were sold in a private placement
transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws.
Accordingly, the securities may not be reoffered or resold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such
applicable state securities laws. The securities were offered only
to accredited investors. Pursuant to a registration rights
agreement with the investors, the Company has agreed to file one or
more registration statements with the SEC covering the resale of
the shares issuable upon exercise of the Warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Zoomcar Holdings, Inc.
Founded in 2013 and headquartered in Bengaluru, India, Zoomcar is a marketplace for car
sharing focused on emerging markets. The Zoomcar community connects
Hosts with guests, who choose from a selection of cars for use at
affordable prices, promoting sustainable, smart transportation
solutions in growing markets.
Forward-Looking Statements
The foregoing material may contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, each as
amended. Forward-looking statements include all statements that do
not relate solely to historical or current facts, including without
limitation statements regarding the Company's product development
and business prospects, and can be identified by the use of words
such as "may," "will," "expect," "project," "estimate,"
"anticipate," "plan," "believe," "potential," "should," "continue"
or the negative versions of those words or other comparable words.
Forward-looking statements are not guarantees of future actions or
performance. These forward-looking statements are based on
information currently available to the Company and its current
plans or expectations and are subject to a number of risks and
uncertainties that could significantly affect current plans. Should
one or more of these risks or uncertainties materialize, or the
underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended, or planned. Although the Company believes that
the expectations reflected in the forward-looking statements are
reasonable, the Company cannot guarantee future results,
performance, or achievements. Except as required by applicable law,
including the security laws of the United
States, the Company does not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Media Contacts:
Gateway Group, Inc. (U.S.)
ZCAR@gateway-grp.com
(949) 574-3860
Zoomcar
Bhagyashree Rewatkar
bhagyashree.rewatkar@zoomcar.com
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SOURCE Zoomcar Holdings, Inc.