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FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number001-40964 ZOOMCAR HOLDINGS, INC.(Exact name of registrant as specified in its charter) (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of February 10, 2025,7,846,450shares of the registrant’s Common Stock were outstanding. ZOOMCAR HOLDINGS, INC.Quarterly Report on Form 10-Q Table of Contents PagePART I. FINANCIAL INFORMATIONItem 1.Financial Statements1Unaudited Condensed Consolidated Balance Sheets at December 31, 2024 and March 31, 2024.1Unaudited Condensed Consolidated Statements of Operations for three months and nine months endedDecember 31, 2024 and 20232Unaudited Condensed Consolidated Statements of Comprehensive Income / (Loss) for the three months andnine months ended December 31, 2024 and 20233Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for thenine months endedDecember 31, 2024 and 20234Unaudited Condensed Statement of Cash Flows for thenine months ended December 31, 2024.5Notes to Unaudited Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 3.Quantitative and Qualitative Disclosures About Market Risk77Item 4.Controls and Procedures77PART II. OTHER INFORMATION80Item 1.Legal Proceedings80Item 1A.Risk Factors82Item 2.Unregistered Sales of Equity Securities and Use of Proceeds121Item 3.Defaults Upon Senior Securities122Item 4.Mine Safety Disclosures122Item 5.Other Information122Item 6.Exhibits122SIGNATURES123 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” (as defined in Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) that reflect our current expectations andviews of future events. The forward-looking statements are contained principally in the section of this report entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations.” You can identify some of these forward-lookingstatements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/arelikely to,” “potential,” “continue” or other similar expressions. These forward-looking statements include, but are not limited to,statements concerning our expected financial performance and our ability to operate our business and execute our anticipated businessplans and strategy. We have based these forward-looking statements largely on our current expectations and projections about futureevents that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although webelieve that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to beincorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from ourexpectations. Accordingly, readers are cautioned that significant known and unkno