BANGALORE, India, Nov. 6, 2024
/PRNewswire/ -- Zoomcar Holdings, Inc. ("Zoomcar" or the
"Company") (NASDAQ: ZCAR), the Nasdaq-listed leading marketplace
for self-drive car sharing, today announced the pricing of a
private placement with certain institutional investors. The
aggregate gross cash proceeds are expected to be $9.15 million, before deducting fees to the
placement agent and other offering expenses payable by the Company.
The Company intends to use the net proceeds from the private
placement to repay approximately $3.6
million of outstanding indebtedness to certain institutional
creditors and for general corporate purposes and working
capital.
In connection with the private placement, the Company is
planning to issue an aggregate of 2,137,850 units. Each unit will
be sold at an effective unit price of $4.28 per unit and will consist of one share of
common stock (or one pre-funded warrant in lieu thereof), two (2)
Series A warrants, each exercisable for one share of common stock
at an initial exercise price of $4.03
per share and one Series B warrant at an exercise price of
$0.0001 to purchase such number of
shares of common stock as will be determined on the Reset Date (as
defined in the Series B warrant). The Series A warrants and the
Series B warrants are exercisable beginning on the date that
Stockholder Approval (as defined in the Series A warrant) is
obtained. The Series A warrants will have a term of 5 years and the
Series B warrants are exercisable until exercised in full. The
exercise price and number of shares of common stock issuable upon
exercise of the Series A warrants are subject to adjustment on the
Reset Date, upon future dilutive issuances and following reverse
stock splits, in each case, subject to a floor, and the exercise
price and number of shares of common stock issuable upon exercise
of the Series B warrants are subject to adjustment upon reverse
stock splits, subject to a floor, and in each case, as will be
described in more detail in the Current Report on Form 8-K to be
filed in connection with the private placement.
The closing of the private placement is expected to occur on or
about November 6, 2024, subject to
the satisfaction of certain customary closing conditions.
Aegis Capital Corp. is acting as the Exclusive Placement
Agent for the private placement.
The securities described above are being sold in a private
placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), and have not been
registered under the Act, or applicable state securities laws.
Accordingly, the securities may not be offered or sold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Act and such applicable
state securities laws. Pursuant to a registration rights agreement
with the investors, the Company has agreed to file one or more
registration statements with the Securities and Exchange Commission
(the "SEC") covering the resale of the common stock sold in the
private placement and the common stock issuable upon exercise of
the pre-funded warrants and the warrants sold in the private
placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, 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
Founded in 2013 and headquartered in Bengaluru, India, Zoomcar is a leading marketplace for
car sharing focused in India. 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 India.
Safe Harbor Statement
This press release contains, or may contain, among other things,
certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve significant risks and
uncertainties. Such statements include, without limitation,
statements related to the closing of this offering, the exercise of
the warrants and receipt the proceeds therefrom, the ability for
the Company to utilize the financing to fund operations and other
statements identified by words such as "projects," "may," "will,"
"could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "potential" or similar
expressions. These statements are based upon the current beliefs
and expectations of the Company's management and are subject to
significant risks and uncertainties, including, but not limited, to
market conditions and those other risks detailed in the Company's
filings with the Securities and Exchange Commission. Actual results
and timing may differ significantly from those set forth or implied
in the forward-looking statements. Forward-looking statements
involve certain risks and uncertainties that are subject to change
based on various factors (many of which are beyond the Company's
control). The Company undertakes no obligation to publicly update
any forward-looking statements, whether as a result of new
information, future presentations or otherwise, except as required
by applicable law.
Contact
Akarshit Gulati: akarshitg@avianwe.com
Bhagyashree Rewatkar:
bhagyashree.rewatkar@zoomcar.com
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SOURCE Zoomcar Holdings, Inc.