Organization, Business Operation and Going Concern

12 Months Ended

Mar. 31, 2026

Organization, Business Operation and Going Concern [Abstract]

Organization, Business operation and Going concern

1.

Organization, Business operation and Going concern

Zoomcar Holdings, Inc. (formerly “Innovative International Acquisition Corp”) a Delaware corporation provides mobility solutions to consumers and businesses. The accompanying Consolidated Financial Statements include the accounts and transactions of Zoomcar Holdings, Inc. and its subsidiaries (collectively, the “Company” or “the combined entity” or “Zoomcar”). The Company operates its facilitation services under the Zoomcar brand with its operations in India.

Going concern

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. The Consolidated Financial Statements have been prepared using U.S. GAAP applicable to a going concern that contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company incurred a net loss of $14,621,113 and $25,622,303 during the year ended March 31, 2026 and March 31, 2025 and cash used in operations was $1,359,300 for the year ended March 31, 2026. The Company’s accumulated deficit amounts to $347,794,918 (March 2025: $333,173,805). The Company has negative working capital of $36,275,897 as on March 31, 2026. In addition, the Company’s cash position is critically deficient and critical payments to the operational and financial creditors of the Company are not being made in the ordinary course of business, all of which raises substantial doubt about the Company’s ability to continue as a going concern.

The Company expects to continue to incur net losses and have significant cash outflows from operating activities for at least the next 12 months. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date of the Consolidated Financial Statements are issued.

Management is evaluating plans with respect to these adverse financial conditions that caused to express substantial doubt about the Company’s ability to continue as a going concern. Management’s plan is to seek funding through additional debt or equity financing arrangements, implement business initiatives to improve customer experience, provide new offerings to customers through new business and partnership launches and incremental expense reduction measures or a combination thereof to continue financing its operations. Further the Company continues to raise money by way of promissory note, convertible promissory note, share and warrant issuance to manage the working capital requirements. Additionally, the company entered into the financing arrangements below:

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During the year ended March 31, 2026, the Company entered into Securities Purchase Agreements with certain institutional accredited investors and issued Bridge Notes with a total principal amount of $1,427,825. These notes were issued with an initial issue discount of $152,825. After deducting legal and due diligence fees of $97,000, the net proceeds received by the Company amounted to $1,178,000. The Bridge Notes bear interest at an annual rate ranging from 10% to 12% and require scheduled monthly installment repayments beginning November 30, 2025, through August 30, 2026. 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.

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During the year ended March 31, 2026, the Company entered into Securities Purchase Agreement with certain institutional accredited investor pursuant to which the Company issued convertible notes for a total principal amount of $447,614 with an initial issue discount of $38,114. The net proceeds disbursed to the Company were $394,500 after deduction of legal and due diligence fees of $15,000. The convertible redeemable notes issued have a maturity date ranging from July 8, 2026 to August 24, 2026 and bear interest at an annual rate ranging from 6 - 12%. These convertible redeemable notes may be prepaid in part or full, by the Company at a discount to the outstanding balance. Certain convertible notes are subject to a default interest rate of 22% per annum and includes customary events of default.

	●	On January 23, 2026, the Company launched a private placement bridge financing under Rule 506(c) of the Securities Act of 1933 to raise capital in the interim before its planned uplisting. The Company engaged ThinkEquity LLC as its exclusive placement agent on a reasonable best efforts basis to support both this bridge financing and a subsequent uplist raise of approximately $15 million. The interim bridge offering seeks to raise up to $5,000,000—plus an additional $5,000,000 through an Overallotment Option—and requires a $1,000,000 minimum. Investors can buy units for $1,000 each, consisting of one share of Series A Convertible Preferred Stock (convertible at $0.05 per share) and one warrant to buy common stock at $0.0625. Because these securities are unregistered, they are subject to resale registration requirements. Between June 2 and June 30, 2026, the Company issued a total of 1,875 units, raising approximately $1.88 million before fees and expenses.

	●	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 $23,000, the net proceeds received by the Company amounted to $245,000. 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.

While these financing arrangements shall result in the payment of certain outstanding indebtedness, the Company will still need to raise additional capital imminently in order to have sufficient capital. There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital or secure the additional financing necessary to implement its current operating plan.

The ability of the Company to continue as a going concern is dependent upon its ability to increase its revenues and eventually achieve profitable operations. The accompanying Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.