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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 27, 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
Commencement of Warrant Exchange Offer
On February 27, 2026, Zoomcar Holdings, Inc. (the
“Company”) commenced an issuer exchange offer (the “Exchange Offer”) pursuant to which eligible holders of record
of the Company’s outstanding common stock purchase warrants (the “Warrants”) as of February 26, 2026 (the “Record
Date”) that are verified accredited investors may tender such Warrants in exchange for shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), subject to the terms and conditions set forth in the Company’s Offer
to Exchange, dated February 27, 2026 (as amended or supplemented from time to time, the “Offer to Exchange”), and the related
letter of transmittal and other offer materials (collectively, the “Offer Materials”).
Subject to the terms and conditions of the Exchange Offer, the Company
is offering to issue 20,000 shares of Common Stock for each one (1) Warrant tendered and accepted for exchange. Participation in the Exchange
Offer is limited to holders of record of Warrants as of the Record Date that are verified accredited investors. Each participating holder
will be required to deliver customary investor representations and such verification documentation as the Company may reasonably require
in order to establish the availability of an exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”).
Any shares of Common Stock issued in the Exchange Offer will be issued
in reliance on Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder and will constitute “restricted
securities” under the Securities Act. The shares will bear an appropriate restrictive legend and will be subject to stop-transfer
instructions. In addition, as a condition to participation, each holder whose Warrants are accepted for exchange will be required to execute
a lock-up agreement pursuant to which (i) 50% of the shares of Common Stock issued in the Exchange Offer will be subject to transfer restrictions
until the date that is twelve (12) months following the expiration of the Exchange Offer and (ii) the remaining 50% of such shares will
be subject to transfer restrictions until the date that is eighteen (18) months following such expiration, in each case subject to customary
exceptions set forth in the lock-up agreement.
The Exchange Offer will expire at 5:00 p.m., Eastern Time, on March
31, 2026, unless extended by the Company. Warrants tendered in the Exchange Offer may be withdrawn at any time prior to the expiration
date, and as otherwise permitted under applicable law, as described in the Offer Materials.
The Exchange Offer is subject to certain conditions, including, among
others, the approval by the Company’s stockholders of an amendment to the Company’s Amended and Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock and the effectiveness of such amendment.
The Company has filed a Tender Offer Statement on Schedule TO with
the Securities and Exchange Commission (the “SEC”) containing the Offer Materials and other documents relating to the Exchange
Offer. Holders of Warrants are urged to read the Schedule TO and the Offer Materials carefully because they contain important information
regarding the Exchange Offer.
This Current Report on Form 8-K and the press release attached as Exhibit
99.1 are for informational purposes only and do not constitute an offer to sell or the solicitation of an offer to buy any securities.
The Exchange Offer is being made solely pursuant to the Offer Materials filed with the SEC.
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 |
| 99.1 |
|
Press Release, dated February 27, 2026. |
| 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 27, 2026 |
Zoomcar Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Shachi Singh |
| |
Name: |
Shachi Singh |
| |
Title: |
Chief Legal Officer |
Exhibit 99.1
Zoomcar Announces Launch of Offer to Exchange
Outstanding Warrants for Common Stock
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.
