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): October 4, 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 8048821871
(Registrant’s telephone number, including area code)
N/A
(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 $5.71, 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 8.01. Other Events.
As previously announced, Zoomcar Holdings, Inc. (the “Company”) adjourned its 2024 annual meeting of stockholders (the “Annual Meeting”) from September 26, 2024 to October 1, 2024, and further adjourned to October 4, 2024, because the Company did not have a sufficient number of shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting to constitute a quorum. On October 4, 2024, the Company convened and then determined to further adjourn, without conducting any business, the Annual Meeting to October 8, 2024, at 1:00 p.m. Eastern Time, because the Company did not have a sufficient number of shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting to constitute a quorum.
The close of business on July 29, 2024 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting. Stockholders may cast their votes by visiting http://www.proxyvote.com before the reconvened Annual Meeting or http://www.virtualshareholdermeeting.com/ZCAR2024 during the reconvened Annual Meeting, or by calling 1-800-690-6903. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.
No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting. The Company encourages all of its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2024, which is available on the SEC’s website at www.sec.gov, on the Company’s website at https://investor-relations.zoomcar.com/in/ and on the voting platform at www.proxyvote.com.
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: October 4, 2024 | Zoomcar Holdings, Inc. |
| | | |
| | By: | /s/ Hiroshi Nishijima |
| | Name: | Hiroshi Nishijima |
| | Title: | Chief Executive Officer |
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