Zoomcar Announces Closing of Private Placement of Common Stock Warrants

Rhea-AI Summary

Zoomcar (OTCQB: ZCAR) closed a private placement of common stock purchase warrants on Feb 26, 2026. The company issued 939 warrants, each exercisable for one share at a nominal exercise price of $6,000, sold at $1.00 per warrant for aggregate proceeds of $939.

The Warrants include customary anti-dilution adjustments and beneficial ownership limits that cap exercise to 4.99% (or, by election, up to 9.99%) of outstanding common stock. The placement launched on Feb 19, 2026 and was conducted under Section 4(a)(2) and Rule 506(c).

News Market Reaction – ZCAR

+7.14%

+7.14% Session close to close

In the Feb 26 session, ZCAR gained 7.14%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +7.1% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +7.1% in the session following this news. A strong positive reaction aligns with the pattern that financing news can sometimes be received constructively when it clarifies capital structure. However, prior private placement headlines for ZCAR averaged a move of -10.46%, underscoring that sentiment has often been cautious. Investors reviewing this type of move typically weigh warrant terms, potential dilution from new securities, and whether recent financings materially change liquidity or leverage profiles.

Key Figures

Warrants issued: 939 warrants Exercise price: $6,000 per share Warrant purchase price: $1.00 per warrant +3 more

6 metrics

Warrants issued 939 warrants Common stock purchase warrants in this private placement

Exercise price $6,000 per share Nominal exercise price for each warrant share

Warrant purchase price $1.00 per warrant Cash paid per warrant by accredited investors

Gross proceeds $939 Aggregate consideration received for the 939 warrants

Ownership cap (base) 4.99% Default beneficial ownership limitation per warrant terms

Ownership cap (elected) 9.99% Optional higher beneficial ownership limit upon holder election

Previous Private placement Reports

4 past events · Latest: Jan 23 (Neutral)

Same Type Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Jan 23	Bridge financing launch	Neutral	+7.1%	Announced warrant exchange and up to $5.0M Rule 506(c) bridge financing.
Nov 07	Private placement closing	Negative	-9.3%	Closed $9.15M private placement, using part of proceeds to repay debt.
Nov 06	Private placement pricing	Negative	-42.8%	Priced $9.15M unit offering with multiple warrant series to investors.
Jun 20	Notes private placement	Neutral	+3.1%	Closed $3.6M promissory notes and warrants private placement for capital.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Historically, ZCAR’s private placement headlines have produced an average move of -10.46%, indicating that financing-related actions often coincide with selling pressure or volatility.

Recent Company History

Over the past year, Zoomcar has repeatedly used private placements to access capital, including a $9.15M equity-linked deal in Nov 2024 and a $3.6M notes placement in Jun 2024. A Jan 23, 2026 bridge financing and warrant exchange added another structured capital raise. These events show an ongoing reliance on private financing and warrant structures, providing key context for today’s warrant private placement.

Key Terms

private placement, common stock purchase warrants, section 4(a)(2), regulation d, +3 more

7 terms

private placement financial

"announced the closing of a private placement of common stock purchase warrants"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

common stock purchase warrants financial

"closing of a private placement of common stock purchase warrants to verified accredited investors"

Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.

section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and Rule 506(c) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

rule 506(c) regulatory

"and Rule 506(c) of Regulation D"

A SEC rule that lets companies publicly advertise private securities offerings, provided they sell only to accredited investors and take reasonable steps to verify buyers’ financial status. Think of it like a public event that still requires checking IDs and qualifications at the door: it widens a company’s pool of potential backers but requires stricter verification to protect less-experienced investors. For investors, it signals easier deal access but also higher due diligence responsibility.

beneficial ownership financial

"beneficial ownership limitations restricting a holder from exercising any portion"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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tender offer regulatory

"Any exchange offer or tender offer, if commenced, will be made only"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

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Bengaluru, India, Feb. 26, 2026 (GLOBE NEWSWIRE) -- Zoomcar Holdings, Inc. (OTCQB: ZCAR), India’s largest peer-to-peer self-drive car-sharing marketplace, today announced the closing of a private placement of common stock purchase warrants to verified accredited investors.

The private placement was launched on February 19, 2026, and was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(c) of Regulation D.

In connection with the closing, the Company issued an aggregate of 939 common stock purchase warrants (the “Warrants”), each exercisable for one share of the Company’s common stock at a nominal exercise price of $6,000 per share, subject to adjustment as provided therein and were sold for $1.00 per warrant for an aggregate of $939.

The Warrants contain customary anti-dilution adjustments, including adjustments for stock splits, stock dividends and similar events, as well as beneficial ownership limitations restricting a holder from exercising any portion of a Warrant to the extent such holder would beneficially own more than 4.99% (or, at the holder’s election upon notice, up to 9.99%) of the Company’s outstanding common stock immediately after exercise.

Important Information / No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Any offer to sell securities in the private placement will be made only pursuant to definitive offering documents. Any exchange offer or tender offer, if commenced, will be made only pursuant to definitive offer materials and, if applicable, filings with the U.S. Securities and Exchange Commission (“SEC”). Investors and security holders should read all such materials carefully if and when available because they will contain important information.

The securities referenced herein have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the private placement of Warrants, the potential commencement and terms of any contemplated exchange or tender offer involving such Warrants, the anticipated structure or exchange ratio of any such transaction, the potential effects of the Warrants or any exchange offer on the Company’s capital structure, and the Company’s strategic objectives. Words such as “may,” “will,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” “potential,” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation: the Company’s ability to commence or complete any contemplated exchange or tender offer; the level of participation by holders of Warrants in any such transaction; the Company’s ability to satisfy any conditions to such transaction, including obtaining any required stockholder approvals; the potential dilutive impact of the Warrants; market and capital markets conditions; regulatory developments; the Company’s operating performance and liquidity; and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.

Actual results may differ materially from those indicated in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.

About Zoomcar

Founded in 2013 and headquartered in Bengaluru, India, Zoomcar is a leading marketplace for self-drive car sharing focused in India. The Zoomcar community connects Hosts with Guests, who choose from a broad selection of vehicles at affordable prices, enabling flexible access-based mobility.

Contact:

investors@zoomcar.com; press@zoomcar.com

FAQ

What did Zoomcar (ZCAR) announce on Feb 26, 2026 about warrants?

Zoomcar announced the closing of a private placement of 939 warrants exercisable for one share each at $6,000. According to the company, the warrants were sold at $1.00 each for aggregate proceeds of $939.

When did Zoomcar (ZCAR) launch the private placement of warrants?

The private placement was launched on Feb 19, 2026 and closed on Feb 26, 2026. According to the company, the offering was conducted under Section 4(a)(2) and Rule 506(c) of Regulation D.

What are the exercise terms of the Zoomcar (ZCAR) warrants?

Each warrant is exercisable for one share at a nominal exercise price of $6,000 per share. According to the company, the warrants include customary anti-dilution adjustments and ownership limits on exercise.

How do beneficial ownership limits work for Zoomcar (ZCAR) warrants?

Warrant holders are restricted from exercising to the extent they would beneficially own over 4.99% of shares, or up to 9.99% by election. According to the company, these limits apply immediately after any exercise.

How much cash did Zoomcar (ZCAR) receive from the warrant sale?

The company received aggregate proceeds of $939 from selling 939 warrants at $1.00 per warrant. According to the company, the securities were sold to verified accredited investors in a private placement.