SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bailey Mark F. Sr.

(Last)

(First)

(Middle)

C/O ZOOMCAR HOLDINGS, INC.

ANJANEYA TECHNO PARK, NO.147, 1ST FLOOR

(Street)

KODIHALLI, BANGALORE

560008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoomcar Holdings, Inc. [ ZCAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2024		P		184,112	A	$4.28⁽¹⁾	1,534,496	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Pre-Funded Warrants to purchase Common Stock⁽¹⁾	$0.0001	11/05/2024		P		400,000		11/05/2024	⁽⁵⁾	Common Stock	400,000	$4.2799⁽¹⁾	400,000	D
Series A Warrants to purchase Common Stock⁽¹⁾	$4.03⁽²⁾	11/05/2024		P		1,168,224⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	1,168,224⁽²⁾	⁽¹⁾	1,168,224⁽²⁾	D
Series B Warrants to purchase Common Stock⁽¹⁾	⁽⁴⁾	11/05/2024		P		0⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾	⁽¹⁾	0⁽⁴⁾	D

Explanation of Responses:

1. Purchased at a per-unit price of $4.28 (each unit consisting of one share of common stock, two Series A Warrants and one Series B Warrant) (or in the case of Pre-Funded Warrants, the per unit price was $4.28 less $0.0001 for each Pre-Funded Warrant purchased).

2. Subject to adjustment on the reset date.

3. The Series A Warrants will become exercisable only after stockholder approval and will remain exercisable for a period of five years from the date that they are initially exercisable.

4. The Series B Warrants are not exercisable for any shares initially, but upon the reset date will become exercisable for up to 2,517,625 shares of common stock, at an exercise price of $0.0001, and will remain exercisable until all Series B Warrants are exercised. The Series B Warrants will become exercisable only after stockholder approval.

5. No expiration date.

	/s/ Mark Bailey	12/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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