false
0001854275
0001854275
2026-02-19
2026-02-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): February 19, 2026
ZOOMCAR HOLDINGS, INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-40964 |
|
99-0431609 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Anjaneya Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India |
|
560008 |
| (Address of principal executive offices) |
|
(Zip Code) |
+918048821871
(Registrant’s
telephone number, including area code)
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| NA |
|
NA |
|
NA |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
Private Placement of Warrants
On February 19, 2026, Zoomcar Holdings, Inc. (the “Company”)
launched a private placement (the “Private Placement”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506(c) of Regulation D promulgated thereunder.
Pursuant to the Private Placement, the Company is offering to issue
common stock purchase warrants (the “Warrants”) to verified accredited investors. Each Warrant is exercisable
for one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an initial exercise
price of $6,000 per share, subject to adjustment as set forth therein.
The Warrants 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.
Contemplated Separate Warrant Exchange Offer
Following the issuance of the Warrants, the Company intends to commence
an issuer offer to exchange and/or tender offer (the “Exchange Offer”) pursuant to which eligible holders of record of Warrants
that are verified accredited investors may tender such Warrants in exchange for shares of Common Stock.
The Company currently anticipates that, subject to the terms and conditions
to be set forth in the offer materials, the exchange ratio for the Exchange Offer would be one (1) share of Common Stock for
each 20,000 Warrants tendered and accepted for exchange. However, the Company may modify the exchange ratio and other terms prior to commencement.
The Exchange Offer, if commenced, is expected to be conducted in
reliance on Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. Any shares issued in the Exchange Offer would be
issued as restricted securities, would bear an appropriate restrictive legend, and would be subject to contractual transfer
restrictions, including a lock-up agreement.
The Private Placement and the Exchange Offer are not conditioned upon
each other. Participation in the Private Placement will not be conditioned on participation in the Exchange Offer, and participation in
the Exchange Offer will not be conditioned on participation in the Private Placement. The Company has not entered into, and will not enter
into, any agreement, arrangement or understanding with any participant regarding whether such participant will tender any Warrants in
the Exchange Offer.
This Current Report on Form 8-K is for informational purposes only
and does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offer to sell securities in the Private
Placement will be made only pursuant to definitive offering documents. Any offer to exchange or purchase securities in the Exchange Offer,
if commenced, will be made only pursuant to definitive offer materials filed with the Securities and Exchange Commission.
The information in this Item 7.01 is furnished pursuant to Item 7.01
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: February 19, 2026 |
Zoomcar Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Shachi Singh |
| |
Name: |
Shachi Singh |
| |
Title: |
Chief Legal Officer |
