(A) On January 23, 2026, Zoomcar Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K announcing a voluntary offer to exchange multiple classes of its outstanding warrants for shares of the Company’s common stock. Under the offer, holders of each Common Warrant are entitled to receive 20,000 shares of common stock for each warrant tendered and accepted, and holders of each Series A Warrant, Series B Warrant, Pre-Funded Warrant, Bridge Placement Agent Warrant, Placement Agent Warrant and Series A Placement Agent Warrant are entitled to receive 10 shares of common stock for each such warrant tendered and accepted. The exchange offer is subject to customary terms and stockholder approval of an increase in authorized common shares and is intended to simplify the Company’s capital structure. On April 15, 2026, the Company extended the time period for offer to exchange to May 11, 2026. Subsequently, on May 12, 2026, the Company further extended the time period for offer to exchange to June 30, 2026, and on June 25, 2026, the Company further extended the time period for offer to exchange to July 24, 2026.

Concurrently, the Company also commenced a private placement offering of up to $5 million of units, each consisting of one share of Series A convertible preferred stock initially convertible at $0.05 per share of common stock and one warrant exercisable at $0.0625 per share of common stock, subject to customary anti-dilution adjustments, with a minimum raise of $2 million and proceeds intended for general corporate purposes, including working capital. On February 12, 2026, the Company filed an amendment to the Form 8-K to reflect revised terms, including the addition of an overallotment option exercisable by the placement agent for up to an additional $5.0 million of units, an updated offering termination date of March 31, 2026, and clarification that subscription funds will be returned if the minimum offering amount of $2 million is not achieved. On April 15, 2026 the scheduled termination date of the Offering was extend to May 11, 2026. On May 12, 2026, the Company further extend the termination date for the Offering to June 30, 2026. Subsequently on June 26, 2026 the Company extended the scheduled termination date of the Offering from June 30, 2026 to July 30, 2026. 

(B) On May 11, 2026, the Company entered into a Letter of Understanding with ACM Zoomcar Convert LLC/(Atalaya) (“ACM”) for settlement of a liability with respect to a previous judgement order of $6,009,833 (together with interest and other amounts). Refer Note 16 for further details. The liability shall be settled partly by cash to the extent of $2,500,000 on or before October 31, 2026 and the remaining balance by issuance of equity at a price and on the economic terms of the next financing closed by the Company prior to the date the cash payment is made in full. Further, ACM is entitled to receive at least 10% of the gross proceeds of any capital raising activity of the Company.

(C) On April 28, 2026, Shachi Singh notified the Company of her resignation as Chief Legal Officer & General Counsel of the Company.

(D) 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.

(E) On May 14, 2026, the Company entered into a standstill agreement with CFI Capital LLC (“CFI”) relating to the Convertible Redeemable notes issued to CFI on August 24, 2025, with an original principal amount of $150,000 (the “CFI Note”). Pursuant to the agreement, CFI agreed not to exercise any conversion rights under the CFI Note that would permit conversion into shares of the Company’s common stock at a market-based conversion price prior to September 30, 2026.

(F) On May 15, 2026, the Company entered into a standstill agreement with Labrys Fund II, L.P. (“Labrys”) relating to the Promissory note issued to Labrys on August 19, 2025, with an original principal amount of $180,000 (the “Labrys Note”). Pursuant to the agreement, Labrys agreed to forbear from exercising any rights 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.

(G) On April 13, 2026, the Company entered into a Termination Letter and an Indemnification Agreement with Aegis Capital Corp. (“Aegis”) (collectively, the “Aegis Documents”). Pursuant to the Aegis Documents, the Company’s prior placement agent and underwriting engagement agreements with Aegis will terminate in exchange for the future issuance to Aegis of units of securities, on the same terms as the units issued to investors in the Company’s contemplated private placement of Series A Convertible Preferred Stock and warrants, with an aggregate value of $2,000,000. The Aegis Documents are executory and will not become effective until the issuance of such consideration securities, which is expected to occur on the earlier of (i) the date that is 60 days following the consummation of the Company’s contemplated uplisting to a national securities exchange and (ii) December 31, 2026. Refer to Exhibit 10.56 and Exhibit 10.57 for more details on the Aegis Documents.

(H) During June 2026, Zoomcar Holdings, Inc. entered into a securities purchase agreement with accredited investors for a private placement of Series A units, each consisting of one share of Series A Convertible Preferred Stock and one warrant to purchase common stock at a purchase price of $1,000 per unit. At the first closing on June 2, 2026, the Company issued 1,143 units, raising approximately $1,143 million before fees and expenses. At the second closing on June 18, 2026, the Company issued an additional 537 Units, raising approximately $0.537 million before fees and expenses. On June 30, 2026, the Company completed the third closing of its private placement of Series A Units, issuing 195 Units (consisting of Series A Convertible Preferred Stock and accompanying warrants) for gross proceeds of approximately $0.2 million, before deducting placement agent fees and offering expenses

The Offering allows for the sale of up to $5,000,000 of Units, plus an additional $5,000,000 issuable under the exercise of the placement agent’s overallotment option in one or more closings, with a minimum subscription threshold of $1,000,000 to be satisfied. The Preferred Shares and warrants are both convertible into common stock at an initial price of $0.05 per share and $0.0625 per warrant respectively. ThinkEquity LLC acted as the exclusive placement agent for the Offering and is entitled to receive a cash fee equal to 10% of the gross proceeds from each closing, a non-accountable expense allowance of 1% of the gross proceeds of each closing, reimbursement of expenses, and warrants representing 10% of the common shares underlying the sold units. The Company is required to issue Placement Agent Warrants to purchase up to 2,186,000 shares of Common Stock for the first closing, 1,074,000 shares of common stock for the second closing and 390,000 shares of common stock for the third closing on substantially similar terms to those offered to investors. 

(I) Subsequently, the Company entered into Securities Purchase Agreements with certain institutional accredited investors and issued Bridge Notes with a total principal amount of $300,800. These notes were issued with an initial issue discount of $32,800. After deducting legal and due diligence fees of $18,000, the net proceeds received by the Company amounted to $250,000. The Bridge Notes bear interest at an annual rate ranging from 10% to 12% and require scheduled monthly installment repayments beginning November 30, 2026, through July 2, 2027. The Company has the option to prepay the notes, in full or in part, at a discounted rate applied to the outstanding balance. Additionally, the notes carry a default interest rate ranging from 8% to 22% per annum and include customary events of default.