Zoomcar Announces Launch of Offer to Exchange Outstanding Warrants for Common Stock

Rhea-AI Summary

Zoomcar (OTCQB: ZCAR) commenced a voluntary offer to exchange outstanding warrants issued Feb 25, 2026 for common stock at an exchange ratio of 20,000 shares per warrant. Eligible holders as of Feb 26, 2026 who are verified accredited investors may tender warrants through Mar 31, 2026 at 5:00 p.m. ET.

The exchange is intended to simplify the capital structure but is conditioned on stockholder approval to increase authorized shares; exchanged shares will be restricted and subject to lock-up terms.

Positive

• Simplifies capital structure by reducing outstanding warrant instruments
• Clear exchange ratio of 20,000 shares per warrant provides certainty to holders
• Defined expiration of the offer on March 31, 2026 gives a firm timeline

Negative

• Potential shareholder dilution from issuing 20,000 shares per warrant
• Exchange subject to stockholder approval to increase authorized shares, creating execution risk
• Shares issued will be restricted by contractual lock-up, limiting immediate liquidity

Key Figures

Exchange ratio: 20,000 shares per Warrant Maximum exchange shares: 18,780,000 shares Eligible Warrants count: 939 Warrants +5 more

8 metrics

Exchange ratio 20,000 shares per Warrant Voluntary warrant-for-common exchange offer

Maximum exchange shares 18,780,000 shares If all 939 Warrants participate in exchange

Eligible Warrants count 939 Warrants Warrants outstanding as of Feb 26, 2026 for issuer offer

Offer period end 5:00 p.m. ET on March 31, 2026 Expiration of warrant exchange offer unless extended

Record date February 26, 2026 Holders of record eligible for exchange

Lock-up first tranche 50% of shares for 12 months Restricted period after offer expiration

Lock-up second tranche 50% of shares for 18 months Extended restricted period after offer expiration

Authorized share increase condition Stockholder approval required Must approve Certificate of Incorporation amendment

Market Reality Check

Price: $0.0750 Vol: Volume 12,986 is 1.27x th...

normal vol

$0.0750 Last Close

Volume Volume 12,986 is 1.27x the 20-day average of 10,198, indicating modestly elevated activity. normal

Technical Price at $0.075 remains below the 200-day MA of $0.68, far off the $21.00 52-week high.

Peers on Argus

ZCAR rose 7.14% while peers were mixed: DWAY up 63.33%, ADHC up 7.69%, others fl...

ZCAR rose 7.14% while peers were mixed: DWAY up 63.33%, ADHC up 7.69%, others flat. No clear, broad sector move is indicated.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Quarterly results	Positive	+1.9%	Record contribution profit and significantly improved adjusted EBITDA and net loss.
Jan 23	Warrant exchange & financing	Neutral	+7.1%	Launched warrant exchange and Rule 506(c) bridge financing up to $5.0M.
Jan 20	Operational update	Positive	+0.0%	Preliminary December data showed strong MoM revenue and booking efficiency gains.
Dec 23	EV report release	Neutral	+3.4%	Published EV adoption insight report highlighting role of self-drive rentals.
Nov 25	Product launch	Positive	+0.1%	Introduced Trip Protection backed by an insurance partner to support hosts and guests.

Pattern Detected

Recent operational and financing news has usually seen modestly positive or flat price reactions, with one notable alignment on prior warrant-exchange and bridge financing news.

Recent Company History

Over the past several months, Zoomcar highlighted improving fundamentals and balance sheet actions. On Nov 25, 2025, it launched Trip Protection to enhance platform trust. A December 2025 update showed record contribution profit and stronger revenue efficiency. On Jan 23, 2026, the company announced a warrant exchange and up to $5.0M bridge financing, which coincided with a 7.14% gain. Q3 FY25-26 results on Feb 17, 2026 reported a $1.38M contribution profit and sharply narrower losses. The current warrant exchange announcement continues this capital-structure simplification theme.

Market Pulse Summary

This announcement details a voluntary exchange of outstanding Warrants for common stock at a fixed r...

Analysis

This announcement details a voluntary exchange of outstanding Warrants for common stock at a fixed ratio of 20,000 shares per Warrant, for up to 18,780,000 shares if all 939 Warrants tender. The offer runs through 5:00 p.m. ET on March 31, 2026 and depends on stockholder approval of an authorized share increase. Exchanged shares will be restricted, with staggered lock-ups of 12 and 18 months. Investors may watch how much of the eligible base participates and how this interacts with recent bridge financings and profitability trends.

Key Terms

common stock purchase warrants, tender offer, schedule to, accredited investors, +4 more

8 terms

common stock purchase warrants financial

"offer to exchange its outstanding common stock purchase warrants issued in the Company’s private placement"

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.

tender offer financial

"set forth in the Company’s Tender Offer Statement on Schedule TO filed with the Securities"

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

"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.

accredited investors financial

"eligible holders of record of Warrants as of February 26, 2026 that are 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.

restricted securities regulatory

"Any shares of Common Stock issued in exchange for Warrants will be issued as restricted securities"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

lock-up restrictions financial

"will be subject to contractual lock-up restrictions on transfer, as described in the Schedule TO"

A lock-up restriction is a temporary rule that prevents company insiders, early investors and employees from selling their shares for a set period after a public offering. It matters to investors because it limits how many shares can enter the market immediately—like a cooling-off period after a big sale—and when the restriction ends a large increase in available shares can put downward pressure on the stock price or reveal insiders’ confidence in the company.

certificate of incorporation regulatory

"stockholder approval for an amendment to its Certificate of Incorporation to increase the number"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

rule 506(c) regulatory

"subject to contractual lock-up restrictions on transfer, as described in the Schedule TO and the related offer materials."

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.

AI-generated analysis. Not financial advice.

Bengaluru, India, Feb. 27, 2026 (GLOBE NEWSWIRE) -- Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the commencement of a voluntary offer to exchange its outstanding common stock purchase warrants issued in the Company’s private placement completed on February 25, 2026 and outstanding as of February 26, 2026 (the “Warrants”) for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026, as may be amended or supplemented from time to time (the “Schedule TO”).

The Offer to Exchange

Under the offer to exchange, subject to the terms and conditions described in the Schedule TO and the related offer materials, eligible holders of record of Warrants as of February 26, 2026 that are verified accredited investors may tender such Warrants to the Company in exchange for shares of Common Stock at an exchange ratio of 20,000 shares of Common Stock for each one (1) Warrant tendered and accepted for exchange (the “Exchange Ratio”).

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 instruments and related tracking and reporting obligations.

Holders who wish to participate in the offer to exchange must validly tender their Warrants in accordance with the procedures and prior to the expiration date set forth in the Schedule TO and related offer materials. Tendered 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 will expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company.

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 Warrants will be issued as restricted securities and 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.

Further Information Regarding the Offer to Exchange

The offer to exchange is being made solely pursuant to the Schedule TO and the related offer materials. Holders of 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 560008.

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.

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 timing, terms, and completion of the offer to exchange; the level of participation by holders of Warrants; 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 warrant instruments.

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; market, economic, and capital markets conditions; regulatory developments; the Company’s operating performance and liquidity; and the possibility that the Company may delay, modify, suspend, or abandon the offer to exchange.

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 SEC.

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.

Contact: 

press@zoomcar.com; investors@zoomcar.com

FAQ

What is Zoomcar's (ZCAR) exchange offer and its exchange ratio?

The offer exchanges outstanding warrants for common stock at an exchange ratio of 20,000 shares per warrant. According to the company, eligible warrant holders may tender under the terms set in the Schedule TO.

Who is eligible to participate in Zoomcar's (ZCAR) warrant exchange offer dated Feb 27, 2026?

Eligible holders of record of warrants as of Feb 26, 2026 who are verified accredited investors may tender warrants. According to the company, eligibility and tender procedures follow the Schedule TO and related offer materials.

When does Zoomcar's (ZCAR) warrant exchange offer expire and can tenders be withdrawn?

The offer expires at 5:00 p.m. ET on March 31, 2026, unless extended. According to the company, tendered warrants may be withdrawn at any time prior to the offer's expiration per the Schedule TO.

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

Yes. According to the company, the exchange is conditioned on obtaining stockholder approval to amend the Certificate of Incorporation to increase authorized common shares, which the company expects to seek at its annual meeting.

Will shares received in Zoomcar's (ZCAR) exchange be immediately tradable?

No. According to the company, any common shares issued in exchange for warrants will be issued as restricted securities and subject to contractual lock-up restrictions, with limited customary exceptions during the lock-up period.