Item 1.01. Entry into a Material Definitive Agreement. Private Placement of Warrants

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Warrants issued in the Private Placement and the shares of Common Stock issuable upon exercise of the Warrants (the “ Warrant Shares”) were offered and sold (i) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act”), and (ii) pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, to verified accredited investors. The Company took reasonable steps to verify that each Purchaser was an accredited investor within the meaning of Rule 501(a) of Regulation D. The Warrants and the Warrant Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Item 7.01. Regulation FD Disclosure. On February 26, 2026, the Company issued a press release announcing the Closing of the Private Placement. A copy of the press release is furnished as Exhibit 99.1 hereto. This information is being furnished pursuant to

Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Description Number ──────────────────────────────────────────────────────────────────────────── 4.1 Form of Common Stock Purchase Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release, dated February 26, 2026. 104 Cover Page Interactive Data File (formatted as inline XBRL) 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: February 26, 2026 Zoomcar Holdings, Inc. ───────────────────────────────────────────────────────────────────────────────── By: /s/ Shachi Singh Name: Shachi Singh Title: Chief Legal Officer