Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

ACM Letter Agreement

On May 6, 2026, Zoomcar Holdings, Inc. (the "Company") entered into a letter agreement (the "ACM Letter Agreement") with ACM Zoomcar Convert LLC ("ACM"), with respect to the previously disclosed judgment entered against the Company in favor of ACM in the principal amount of approximately $6,000,000 (together with interest and other amounts, the "ACM Judgment"). Pursuant to the ACM Letter Agreement, (i) the Company will pay ACM $2,500,000 in cash on or before October 31, 2026; (ii) following satisfaction of the cash payment in full, the residual balance of the ACM Judgment (approximately $3,500,000) will be satisfied by issuance to ACM of equity securities of the Company at the price and on the economic terms of the next Company financing closed prior to the date the cash payment is made in full; (iii) ACM is entitled to receive at least 10% of the gross proceeds of any capital raising activity of the Company (or, if greater, the highest percentage of such gross proceeds received by any other creditor of the Company in connection with such capital raise); (iv) ACM has agreed to a courtesy standstill through March 31, 2027, subject to ACM's right in its sole discretion to terminate such standstill at any time; and (v) the Company has agreed to submit a confession of judgment to ACM in respect of the ACM Judgment (the "ACM Confession of Judgment"), withdraw all pending appeals of the ACM Judgment, and provide ACM with a list of the Company's assets and bank accounts. The foregoing description is qualified in its entirety by reference to the ACM Letter Agreement, copy of which is filed as Exhibit 10.1, and incorporated herein by reference.

CFI Standstill Agreement

On May 14, 2026, the Company entered into a standstill agreement with CFI Capital LLC ("CFI") in respect of the convertible redeemable promissory note in the original principal amount of $150,000 previously issued by the Company to CFI on August 24, 2025 (the "CFI Note"), pursuant to which CFI has agreed not to exercise its right to convert the CFI Note into shares of the Company's common stock at a market-based conversion price prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to the CFI Standstill Agreement, a copy of which is filed as Exhibit 10.2 and incorporated herein by reference.

Labrys Standstill Agreement

On May 15, 2026, the Company entered into a standstill agreement with Labrys Fund II, L.P. ("Labrys") in respect of the promissory note in the original principal amount of $180,000 previously issued by the Company to Labrys on August 19, 2025 (the "Labrys Note"), pursuant to which Labrys has agreed to forbear from exercising any right to convert the Labrys Note into shares of the Company's common stock at a market-based conversion price following an event of default prior to September 30, 2026. The foregoing description is qualified in its entirety by reference to the Labrys Standstill Agreement, a copy of which is filed as Exhibit 10.3 and incorporated herein by reference.

Reimer Settlement Agreement

On May 1, 2026, the Company entered into a Confidential Settlement Agreement and General Release (the "Reimer Settlement Agreement") with Reimer Family Partnership, L.P., Michael Schiavello, and Vasilios Takos (collectively, the "Reimer Plaintiffs") in resolution of the previously disclosed action captioned Reimer Family Partnership, L.P., et al. v. Zoomcar Holdings, Inc., Index No. 651695/2026, in the Supreme Court of the State of New York, County of New York (the "Reimer Action"). Pursuant to the Reimer Settlement Agreement, (i) subject to entry of an order approving the fairness of the contemplated exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act", and such order, the "Section 3(a)(10) Order"), the Company will issue an aggregate of 39,000,000 shares of common stock (the "Reimer Settlement Shares") to the Reimer Plaintiffs on January 1, 2027 (or, if later, within five business days after entry of the Section 3(a)(10) Order); (ii) the Reimer Plaintiffs are subject to a thirteen-month leak-out and the aggregate consideration the Reimer Plaintiffs may receive in connection with the Reimer Settlement Agreement is capped at $2,000,000 (including share sale proceeds and any true-up payments); and (iii) the Company executed a Confession of Judgment pursuant to CPLR § 3218 in the principal amount of $2,500,000 (the "Reimer Confession of Judgment") as a backstop to the Company's obligations under the Reimer Settlement Agreement, subject to the foregoing $2,000,000 cap.