Zoomcar Announces Launch of Offer to Exchange Outstanding Warrants for Common Stock and Commences up to $5.0 Million Rule 506(c) Bridge Financing Private Placement

Rhea-AI Summary

Zoomcar Holdings (OTCQB: ZCAR) announced a voluntary offer to exchange multiple series of outstanding warrants for shares of common stock and launched a Rule 506(c) private placement bridge financing of up to $5.0 million with a $2.0 million minimum.

The exchange converts various warrants at specified ratios (e.g., 1 Common Warrant for 20,000 shares; most other warrants for 10 shares). The Bridge units are $1,000 each, comprising one Series A convertible preferred share (convertible at $0.05) and one common warrant exercisable at $0.0625. The company must file a registration statement by March 20, 2026 and expects to seek shareholder approval to increase authorized shares. Exchanged shares will be subject to contractual lock-ups.

Positive

• Bridge financing up to $5.0M announced
• Minimum raise threshold set at $2.0M
• Series A conversion price fixed at $0.05
• Warrant exercise price set at $0.0625
• Registration filing required by March 20, 2026

Negative

• Exchange requires shareholder approval to increase authorized shares
• Exchanged shares subject to contractual lock-up restrictions
• Bridge securities dilute common equity if converted/exercised

News Market Reaction

+7.14%

1 alert

+7.14% News Effect

On the day this news was published, ZCAR gained 7.14%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Bridge Financing Size: $5,000,000 Minimum Offering Amount: $2,000,000 Unit Price: $1,000 per unit +5 more

8 metrics

Bridge Financing Size $5,000,000 Maximum Rule 506(c) private placement amount

Minimum Offering Amount $2,000,000 Required minimum for Bridge Financing

Unit Price $1,000 per unit Each unit: 1 Series A Convertible Preferred + 1 warrant

Conversion Price $0.05 per share Initial conversion price for Series A Convertible Preferred Stock

Warrant Exercise Price $0.0625 per share Exercise price for warrants in Bridge Financing units

Common Stock Par Value $0.0001 per share Par value of Zoomcar common stock

Registration Deadline March 20, 2026 Required filing date for resale registration statement

Bridge Financing Maximum $5.0 million Stated maximum size of Bridge Financing

Market Reality Check

Price: $0.0700 Vol: Volume 10,189 is below th...

low vol

$0.0700 Last Close

Volume Volume 10,189 is below the 20-day average of 29,155, suggesting limited pre-news activity. low

Technical Shares at 0.07 trade well below the 1.15 200-day MA and close to the 0.0562 52-week low.

Peers on Argus

ZCAR fell 5.66% while peers were mixed: DWAY +13.33%, ADHC +10%, AITX -7.14%, AG...

ZCAR fell 5.66% while peers were mixed: DWAY +13.33%, ADHC +10%, AITX -7.14%, AGSS +0.81%, TREP -16.67%. Moves do not indicate a unified sector trend.

Previous Private placement Reports

3 past events · Latest: Nov 07 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Nov 07	Private placement closing	Negative	-9.3%	Closing of $9.15M equity private placement and use of proceeds disclosure.
Nov 06	Private placement pricing	Negative	+227.5%	Pricing of $9.15M unit private placement with attached warrants.
Jun 20	Notes private placement	Negative	+3.1%	Closing of $3.6M promissory notes and investor warrants financing.

Pattern Detected

Private placement or structured financings have produced mixed reactions, with both sharp gains and declines, indicating inconsistent market confidence around capital-raising events.

Recent Company History

Over the last four private-placement-related announcements, ZCAR has repeatedly tapped capital markets through equity units, warrants and notes. A $9.15M equity private placement in Nov 2024 first triggered a large gain, then a decline on closing, while a $3.6M notes placement in Jun 2024 saw only a modest rise. Today’s warrant exchange and up to $5.0M Rule 506(c) bridge financing fit this pattern of balance-sheet-focused news with volatile but non-uniform price reactions.

Historical Comparison

private placement

+80.0 %

Average Historical Move

Historical Analysis

In the past, ZCAR’s three private-placement announcements saw an average move of 79.96%, with both sharp rallies and drops, underscoring highly volatile reactions to new financings.

Typical Pattern

History shows a progression from notes-based bridge funding to larger equity private placements, now evolving into a warrant exchange plus Rule 506(c) bridge financing to further reshape the capital structure.

Market Pulse Summary

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

Analysis

The stock moved +7.1% in the session following this news. A strong positive reaction aligns with prior episodes where capital-raising news occasionally triggered outsized rallies, as seen in past private placements with an average move of 79.96%. However, today’s warrant exchange and Bridge Financing also introduce potential dilution and lock-up dynamics. Historical patterns show that sentiment around such financings can reverse quickly, so sustainability has often depended on subsequent execution rather than the financing headline alone.

Key Terms

rule 506(c), regulation d, accredited investors, series a convertible preferred stock, +4 more

8 terms

rule 506(c) regulatory

"to be conducted as a private placement pursuant to Rule 506(c) of the Securities Act"

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.

regulation d regulatory

"The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act"

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.

accredited investors financial

"participation is limited to verified accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

series a convertible preferred stock financial

"each unit comprising one share of the Company’s Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

tender offer regulatory

"pursuant to the Company’s Tender Offer Statement on Schedule TO"

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.

schedule to regulatory

"pursuant to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

section 3(a)(9) regulatory

"The exchange is being made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act."

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

registration statement regulatory

"required to file a registration statement to register the shares of common stock issuable"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

Bengaluru, India, Jan. 23, 2026 (GLOBE NEWSWIRE) -- Zoomcar Holdings, Inc. (OTCQB:ZCAR), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the commencement of a voluntary offer to exchange several series of its outstanding warrants (the “Existing Warrants”) for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

Simultaneously, the Company announced the launch of a bridge financing of up to $5,000,000 (the “Bridge Financing”), with a minimum required offering amount of $2,000,000, to be conducted as a private placement pursuant to Rule 506(c) of the Securities Act of 1933.

The Offer to Exchange

The Company is offering to exchange the following classes of Existing Warrants for shares of Common Stock at the ratios set forth below pursuant to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, as may be amended or supplemented from time to time (the “Schedule TO”). The complete terms and conditions of the offer, including instructions for tendering Existing Warrants, are set forth in the Schedule TO and the related offer materials.

The Company is making the Offer to Exchange as part of a broader effort to simplify its capital structure by reducing the number of outstanding warrant instruments and consolidating its equity capitalization. The Company believes this may reduce administrative complexity associated with multiple classes of warrants.

The exchange offer is being made for the following warrants in exchange for the following number of shares of the Company’s Common Stock.

1. For each 1 Common Warrant tendered and accepted for exchange, 20,000 shares of Common Stock;
    
2. For each 1 Series A Warrant tendered and accepted for exchange, 10 shares of Common Stock;
    
3. For each 1 Series B Warrant tendered and accepted for exchange, 10 shares of Common Stock;
    
4. for each 1 Pre-Funded Warrant tendered and accepted for exchange, 10 shares of Common Stock;
    
5. For each 1 Bridge Placement Agent Warrant issued in connection with the Company’s private placement dated June 18, 2024 tendered and accepted for exchange, 10 shares of Common Stock;
    
6. For each 1 Placement Agent Warrant issued in connection with issued in connection with the Company’s private placement dated November 5, 2024, tendered and accepted for exchange, 10 shares of Common Stock; and
    
7. for each 1 Series A Placement Agent Warrant issued in connection with the Company’s private placement dated November 5, 2024, tendered and accepted for exchange, 10 shares of Common Stock.

The Company is also soliciting consents from holders of certain classes of warrants to amend governing instruments to facilitate the offer (the “Warrant Amendments”). The exchange is being made in reliance on the exemption provided by Section 3(a)(9) of the Securities Act. No commission or other remuneration will be paid or given, directly or indirectly, to any person for soliciting tenders of the Existing Warrants in connection with the Offer to Exchange.

Holders of Existing Warrants who wish to participate in the Offer to Exchange must validly tender their Existing Warrants in accordance with the procedures and prior to the expiration date set forth in the Schedule TO and related offer materials. Tendered Existing Warrants may be withdrawn at any time prior to the expiration of the offer in accordance with the terms described in the Schedule TO. The Offer to Exchange is subject to the terms and conditions described in the Schedule TO, including, among other things, the Company’s ability to obtain stockholder approval for an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock. The Company expects to seek such stockholder approval at its upcoming annual meeting.

Any shares of Common Stock issued in exchange for Existing Warrants will be subject to contractual lock-up restrictions on transfer, as described in the Schedule TO and the related offer materials. During the applicable lock- up period, holders will be restricted from selling, transferring, or otherwise disposing of such shares, subject to limited customary exceptions. Holders should carefully review the Schedule TO for a description of the lock-up terms and conditions applicable to the exchanged shares.

$5.0 Million Bridge Financing

The Company has commenced a private placement of up to $5.0 million of securities (the “Bridge Financing”), with a minimum required offering amount of $2.0 million. The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act, which permits general solicitation, and participation is limited to verified accredited investors.

The securities offered in the Bridge Financing consist of units priced at $1,000 per unit, with each unit comprising one share of the Company’s Series A Convertible Preferred Stock and one warrant to purchase one share of the Company’s common stock. The Series A Convertible Preferred Stock carries a senior liquidation preference and is initially convertible into shares of common stock at a conversion price of $0.05 per share, and the accompanying warrants are exercisable at an exercise price of $0.0625 per share, in each case subject to adjustment as provided in the definitive transaction documents. Pursuant to the terms of the Bridge Financing, the Company is required to file a registration statement to register the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock by March 20, 2026, subject to the terms and conditions set forth in the definitive transaction documents.

ThinkEquity LLC is acting as the exclusive placement agent in connection with the Bridge Financing.

The Company intends to use the net proceeds from the Bridge Financing for general corporate purposes, which may include working capital, balance sheet support, and funding the Company’s ongoing operations and strategic initiatives, including costs and expenses that may be incurred in connection with the Company’s previously disclosed efforts to pursue a listing of its common stock on a national securities exchange.

Further Information Regarding the Offer to Exchange

The Offer to Exchange is being made solely pursuant to the Tender Offer Statement on Schedule TO filed by Zoomcar Holdings, Inc. with the Securities and Exchange Commission, as may be amended or supplemented from time to time, and the related offer materials. Holders of Existing Warrants are urged to read the Schedule TO and the related offer materials carefully, as they contain important information regarding the Offer to Exchange.

Questions and requests for assistance regarding the Offer to Exchange, including requests for copies of the Schedule TO and related offer materials, may be directed to the Company at +91 8048821871, investors@zoomcar.com, or Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India.

Further Information Regarding the Bridge Financing

The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act and is available only to verified accredited investors. The securities offered in the Bridge Financing have not been registered under the Securities Act or any state securities laws and may not be offered or sold except pursuant to an applicable exemption from registration.

For additional information regarding the Bridge Financing, verified accredited investors may contact ThinkEquity LLC, the exclusive placement agent for the Bridge Financing, at ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, or contact the Company at investors@zoomcar.com.

No Offer or Solicitation

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE OFFER TO EXCHANGE IS BEING MADE ONLY PURSUANT TO THE OFFER MATERIALS FILED WITH THE SEC. THE BRIDGE FINANCING IS AVAILABLE ONLY TO VERIFIED ACCREDITED INVESTORS.

Important Information

Holders of Existing Warrants should read the Offer to Exchange and related materials carefully, as they contain important information. These materials have been filed with the SEC as part of a Tender Offer Statement on Schedule TO.

About Zoomcar

Founded in 2013, Zoomcar (OTCQB: ZCAR) is India’s leading peer-to-peer car-sharing marketplace, connecting vehicle owners (“Hosts”) with customers (“Guests”) seeking flexible and affordable mobility solutions. Zoomcar operates an asset- light platform model and serves millions of users across India.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” “aim,” “project,” and similar expressions.

Forward-looking statements in this press release include, without limitation, statements regarding the Offer to Exchange, including the anticipated participation by holders of Existing Warrants, the timing, terms, and completion of the Offer to Exchange, the Company’s ability to satisfy the conditions to the Offer to Exchange (including obtaining stockholder approval for an increase in authorized shares of common stock), the effects of the Offer to Exchange on the Company’s capital structure, and the expected benefits of reducing the number of outstanding warrants. Forward-looking statements also include statements regarding the Bridge Financing, including the anticipated size, timing, and completion of the financing, the use of proceeds therefrom, the Company’s obligation to file a registration statement covering shares issuable upon conversion of the Series A Convertible Preferred Stock, and the Company’s ability to comply with the terms of the Bridge Financing. In addition, forward-looking statements include statements regarding the Company’s previously disclosed efforts to pursue a listing of its common stock on a national securities exchange.

These forward-looking statements are based on management’s current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the level of participation in the Offer to Exchange; the Company’s ability to meet the conditions to the Offer to Exchange; delays in or failure to obtain required stockholder approvals; the Company’s ability to complete the Bridge Financing on acceptable terms or at all; market, economic, and capital markets conditions; regulatory developments; the Company’s operating performance and liquidity; the timing and outcome of any registration statement filing or review process; and the possibility that the Company may delay, modify, suspend, or abandon the Offer to Exchange, the Bridge Financing, or its listing efforts.

Actual results may differ materially from those expressed or implied by these forward-looking statements. Additional risks and uncertainties are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10- K for the year ended March 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission.

Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether as a result of new information, future events, or otherwise.

FAQ

What does Zoomcar's (ZCAR) offer to exchange warrants involve?

Holders may tender multiple warrant series for common stock at specified ratios, subject to acceptance and lock-up terms.

How large is Zoomcar's (ZCAR) bridge financing and who can invest?

The Bridge Financing is up to $5.0M with a $2.0M minimum and is available only to verified accredited investors under Rule 506(c).

What are the conversion and exercise prices in Zoomcar's (ZCAR) bridge units?

Each unit includes Series A convertible preferred convertible at $0.05 per share and a warrant exercisable at $0.0625 per share.

When must Zoomcar (ZCAR) file the registration statement for Bridge shares?

The company is required to file a registration statement by March 20, 2026 for shares issuable upon conversion.

Will issued shares from the exchange be freely tradable for ZCAR shareholders?

No; shares issued in the exchange will be subject to contractual lock-up restrictions with limited exceptions.

Does Zoomcar (ZCAR) need shareholder approval for the exchange?

The Offer is conditioned on the company obtaining stockholder approval to increase authorized common shares, expected at the annual meeting.