Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2025, Zoomcar Holdings, Inc. (the "Company") closed a Securities Purchase Agreement (the "Purchase Agreement") with FirstFire Global Opportunities Fund, LLC ("FirstFire"), in connection with a private placement offering of a convertible promissory note in the original principal amount of $220,000.00 (the "Note") and pre-funded warrants to purchase 1,000,000 shares of the Company's common stock (the "Pre-Funded Warrants") as additional consideration.

Pursuant to the Purchase Agreement, FirstFire purchased the Note with an original issue discount of $20,000.00 and net proceeds to the Company of $200,000.00.

The Note bears interest at 12% per annum and matures 12 months after issuance. The Note includes scheduled installment repayments and may be prepaid in full by the Company at a discount to the outstanding balance (including any applicable conditions, timing restrictions and pricing mechanics set forth therein). The Note is subject to a default penalty that increases the principal amount by 50% and includes customary events of default, covenants and remedies. The Note permits full prepayment by the Company at a discount to the outstanding balance, subject to the terms set forth in the Note.

In the event of an uncured default under the Note and expiry of 180 days from the closing date, FirstFire may elect to convert then-outstanding obligations (including principal, accrued interest, default interest, and other fees) into shares of the Company's common stock at a conversion price equal to 75% of the lowest trading price of the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the applicable conversion date, representing a 25% discount to market price. Upon the occurrence and continuation of an event of default, the outstanding balance of the Note is automatically increased to 150% of the sum of unpaid principal and accrued interest (the "Default Amount").

The FirstFire Pre-Funded Warrants were issued (i) as additional consideration for the purchase of the FirstFire Note and (ii) as full and final satisfaction, settlement, release and discharge of any and all claims of FirstFire and its affiliates arising out of or relating to any prior agreements, instruments, notes, warrants, securities or other investments by FirstFire in the Company preceding the FirstFire Purchase Agreement.

The Purchase Agreement also provides FirstFire with (i) piggyback registration rights for a period of twelve (12) months following closing, subject to customary exceptions, and (ii) a time-barred right during a twelve (12) month period following closing to receive the benefit of more favorable economic terms or provisions in certain substantially similar note financings by the Company (subject to "Excluded Transaction" carve-outs and other standard conditions), including notice and automatic amendment mechanics.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The FirstFire Note each constitute a direct financial obligation of the Company.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. The Note, the Pre-Funded Warrants and any shares of common stock issued upon conversion thereof were issued and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering.