8-K
Zoomcar Holdings, Inc. (ZCAR)
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):March 28, 2025
ZOOMCAR HOLDINGS, INC.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40964 | 99-0431609 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Anjaneya Techno Park, No.147, 1st FloorKodihalli, Bangalore, India | 560008 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
+918048821871
(Registrant’s telephone number, includingarea code)
(Former name or former address, if changed sincelast 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 $11,420, 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 5.02. Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of UriLevine as a Class III Director
Effective as of March 31, 2025, the Board of Directors (the “Board”) of the Company appointed Uri Levine, as a member and Chairman of the Board to serve as a Class III Director filling the vacancy created by the previous resignation of Mark Bailey. On March 28, 2025, the Company and Mr. Levine executed a Board Appointment Letter (“Board Letter”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, pursuant to which the Company has agreed to (i) pay Mr. Levine a service fee of $29,166 per month, (ii) pay Mr. Levine a $500,000 cash bonus on September 30, 2025 and (iii) award Mr. Levine, subject to stockholder approval (“Stockholder Approval”), 1,000,000 shares of restricted stock (“Restricted Stock Award”), all of which shall vest on the earlier of (A) the second anniversary of the date of grant and (B) Zoomcar India Private Limited, an Indian limited liability company and subsidiary of the Company, achieving $20 million or more in revenue in fiscal year 2026, in each case subject to the Stockholder Approval having been obtained on or before such date. Mr. Levine may not be awarded the Restricted Stock Award, unless and until Stockholder Approval has been obtained and if it is never obtained, he is not entitled to any other compensation in lieu thereof. Mr. Levine is also entitled to be reimbursed for all reasonable out-of-pocket expenses pursuant to the expense policy applicable to members of the Board.
Mr. Levine, age 60, became a director and Chairman of the Board of the Company on March 31, 2025. He has served as a consultant to the Company, since October 21, 2024, and his position as a consultant was terminated effectively upon becoming a director and Chairman. Mr. Levine also previously served on the board of Zoomcar, Inc. from 2021 to 2023. Mr. Levine is a passionate serial entrepreneur and disruptor. He co-founded Waze in 2007, the world’s largest community-based driving traffic and navigation app, which was acquired by Google in June 2013 for more than $1.1 billion. He was a former investor in and initial board member of Moovit, a public transportation app, which Intel acquired for $1 billion in 2020. From 2021 to 2024, Mr. Levine served on the board of Infosys Ltd. (NYSE: INFY), including as a member of the Risk Management Committee, the Corporate Social Responsibility Committee, the Environment, Social and Governance Committee and Cybersecurity risk sub-committee. He is also currently serving on the boards of numerous private companies, including Pontera (formerly FeeX), FairFly, Pluro, Seetree, Kahun and more.
Mr. Levine has been in the high-tech business for the last 40 years, half of them in the startup scene, and has seen everything ranging from failure, middle success, and big success. He is also a world-class speaker on entrepreneurship, disruption, evolution vs. revolutions of markets, mobility and startups. Motivated to encourage the next generation of thinkers and innovators, he also leads an academic workshop entitled “How to Build a Startup,” aimed at undergraduate and graduate-level business students. Mr. Levine is a professor at IE University in Madrid, teaching entrepreneurship. Mr. Levine holds a Bachelor of Arts degree from Tel Aviv University. Before attending university, he served in the Israeli army in its special intelligence unit 8200. He is a trustee at the Tel Aviv University.
Mr. Levine has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Levine and any other persons pursuant to which he was selected as a director.
Item 9.01 FinancialStatements and Exhibits.
(c) Exhibits
| ExhibitNumber | Description |
|---|---|
| 10.1 | Board Appointment Letter dated March 28, 2025 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
1
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: April 3, 2025 | Zoomcar Holdings, Inc. | |
|---|---|---|
| By: | /s/ Hiroshi Nishijima | |
| Name: | Hiroshi Nishijima | |
| Title: | Chief Executive Officer |
2
Exhibit 10.1
Zoomcar Holdings, Inc.
March 28, 2025
Uri Levine
Via email:
Dear Mr. Levine:
As we discussed, the requisite members of the Board of Directors (the “Board”) of Zoomcar Holdings, Inc. (the “Company”) plan to appoint you as a director and Chairman of the Board, effective March 31, 2025 (the “Effective Date”), to fill a current vacancy on the Board. We appreciate your willingness to accept this position, and we look forward to your valuable contributions.
In consideration of your service, the Board will provide you with the following:
| ● | A<br>service fee of $29,166 USD per month, payable monthly in arrears, |
|---|---|
| ● | A<br>$500,000 USD cash bonus that shall become payable within thirty days following the six-month anniversary of the Effective Date, and |
| --- | --- |
| ● | Subject<br>to the approval of the Company’s stockholders, a grant of 1,000,000 restricted shares (the “Restricted Share Award”),<br>which shall vest upon the earlier of (1) the second anniversary of the grant date and (2) Zoomcar India Private Limited, an Indian limited<br>liability company and subsidiary of the Company, achieving $20 million or more in revenue in fiscal year 2026. If the Company’s<br>stockholders do not approve the Restricted Share Award, you will not be granted the Restricted Share Award, and the Company shall not<br>have any obligation to grant you additional compensation to replace the Restricted Share Award. |
| --- | --- |
The aforementioned compensation is in lieu of any compensation that may be payable to you under the Company’s director compensation program. However, we will reimburse you for reasonable out-of-pocket expenses pursuant to the expense policy applicable to members of the Board.
We plan to have at least one scheduled Board meeting each calendar quarter. As a Board member, you are responsible for attending these scheduled meetings in person or by telephone.
In connection with your services to the Company, we expect that technical, business or financial information of the Company (“Confidential Information”) will be disclosed to you. To the extent that Confidential Information is not publicly known or not otherwise previously known by you without an obligation of confidentiality, you agree not to use (except in connection with your services to the Company) or disclose Confidential Information to any third party and to take reasonable steps to maintain the confidential nature of all Confidential Information. Nothing herein shall be construed so as to prevent you from voluntarily communicating with government agencies.
You have provided us with a description of your investments and activities in the Company’s industry and we have agreed they do not pose a conflict of interest at this time. You will advise the Company of any additional investments or activities in industries in or adjacent to those in which the Company operates and, in addition, we ask that you inform the Board of any potential or actual, direct or indirect, conflict of interest that you think exists or may arise because of your relationship with the Company, so that we may come to a quick and mutually agreeable resolution. By signing this letter agreement, you also represent and warrant that you have no contractual commitments or other legal obligations to a third party that would prohibit you from performing your duties for the Company.
As part of our overall responsibilities, the Company and the Company’s stockholders reserve the right to remove any individual from the Board at any time in accordance with the provisions of applicable law. You, of course, may also terminate your relationship with Company at any time. When you cease to be a member of the Board (whether at our request or your election), you must return all Confidential Information to the Company.
During your tenure on the Board, you will at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you will not be eligible to participate in any employee benefit plans provided by the Company to its employees and the Company will not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes.
By your execution of this agreement, you confirm that this agreement constitutes the entire agreement between the Company and yourself and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among us with regard to the subject matter hereof, including, for the avoidance of doubt, any rights, payments and obligations due in accordance with that certain consulting agreement, dated October 21, 2024, between the parties hereto which shall be deemed terminated as of the Effective Date with no further payments due, securities owed or rights or obligations due to you by the Company.
I am excited about your joining our Board and look forward to working with you to help make the Company truly great and prosperous. You may indicate your agreement with these terms and accept this offer by signing and dating the enclosed duplicate original of this letter agreement and returning it to me.
| Very truly yours, | |
|---|---|
| Zoomcar Holdings, Inc. | |
| By: | /s/ Hiroshi Nishijima |
| Name: | Hiroshi Nishijima |
| Title: | Chief Executive Officer |
I have read and accept this offer:
| /s/ Uri Levine |
|---|
| Uri Levine |
| Dated: March 28, 2025 |