STOCK TITAN

Zoomcar Holdings (OTCQB: ZCAR) extends deadline for warrant exchange offer

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. has extended the expiration of its previously announced offer to exchange certain outstanding warrants for shares of its common stock. The offer, originally scheduled to expire at 5:00 p.m. Eastern Time on July 24, 2026, will now expire at 5:00 p.m. Eastern Time on August 14, 2026, unless further extended by the company.

The extension provides additional time for warrant holders to consider the Offer to Exchange and for conditions to be satisfied, including stockholder approval of an increase in authorized shares of common stock. Warrants already tendered and not withdrawn remain validly tendered, while holders may withdraw tendered warrants at any time before expiration. Participation is governed by the company’s Schedule TO and related offer materials filed with the SEC.

Positive

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Negative

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Filing Explained

The warrant-for-common-stock exchange remains an offer awaiting stated conditions, including stockholder approval of more authorized common shares, rather than a completed issuance; if additional shares are issued through it, existing holders’ percentage ownership would be reduced absent offsetting changes.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New offer expiration 5:00 p.m., Eastern Time, on August 14, 2026 Revised expiration of the Offer to Exchange warrants for common stock
Prior offer expiration 5:00 p.m., Eastern Time, on July 24, 2026 Original expiration date before the extension was announced
Fiscal year referenced Year ended March 31, 2026 Period for the Form 10-K cited for Risk Factors
Company founding year 2013 Year Zoomcar began operating its peer-to-peer car-sharing marketplace
Exchange agent phone 888-808-4695 Contact number for Vinyl Equity, Inc. regarding the Offer to Exchange
Offer to Exchange regulatory
"extension of the expiration date of the Offer to Exchange from 5:00 p.m."
Schedule TO regulatory
"set forth in the Company’s Tender Offer Statement on Schedule TO"
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.
Tender Offer Statement regulatory
"the Company’s Tender Offer Statement on Schedule TO"
A tender offer statement is the formal document that explains the details of a public proposal to buy shareholders’ stock at a specific price and under set conditions. It lists who is making the offer, the price and timing, how the purchase will be funded, and any conditions or risks, so shareholders can decide whether to sell. Think of it as a clear flyer for a buyout that tells investors what’s being offered and why it matters to their holdings.
authorized shares of common stock financial
"stockholder approval of an increase in the Company’s authorized shares of common stock"
The authorized shares of common stock are the maximum number of ordinary shares a company is legally allowed to create, as set in its charter. Think of it like the total number of seats a company is allowed to put on a bus: the company can sell or reserve some seats now and run others later, and that upper limit matters to investors because it determines how much the company can dilute existing ownership, raise cash, or grant shares for acquisitions and employee pay.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Zoomcar Holdings (ZCAR) announce regarding its warrant exchange offer?

Zoomcar Holdings (ZCAR) announced an extension of its Offer to Exchange certain outstanding warrants for common stock. The offer, previously expiring July 24, 2026, will now expire at 5:00 p.m. Eastern Time on August 14, 2026, unless further extended.

What is the new expiration date and time for Zoomcar’s (ZCAR) warrant exchange offer?

The warrant exchange offer for Zoomcar (ZCAR) now expires at 5:00 p.m., Eastern Time, on August 14, 2026. It was previously scheduled to expire at 5:00 p.m., Eastern Time, on July 24, 2026, before the company announced this extension.

Can previously tendered warrants be withdrawn in Zoomcar’s (ZCAR) exchange offer?

Yes. Warrants previously tendered and not withdrawn remain validly tendered, but holders may withdraw tendered warrants at any time before the August 14, 2026 expiration. Holders who have not tendered, or who withdrew, may still participate by following Schedule TO procedures.

What conditions affect Zoomcar’s (ZCAR) offer to exchange warrants for common stock?

Completion of the Offer to Exchange is subject to conditions, including stockholder approval of an increase in authorized shares of common stock. The company also cites broader market, regulatory, performance, and liquidity factors as potential influences on the offer’s completion.

Where can ZCAR warrant holders find the official materials for the Offer to Exchange?

Holders can access the Schedule TO and related offer materials for ZCAR’s Offer to Exchange free of charge at www.sec.gov. They may also obtain documents from Zoomcar’s website or by contacting the company’s investor relations department for assistance.

Who is the exchange agent for Zoomcar’s (ZCAR) warrant exchange offer and how can they be contacted?

The exchange agent is Vinyl Equity, Inc.. Questions and requests for assistance can be directed to inquiries@vinylequity.com or by calling 888-808-4695, as noted in the company’s press release describing the extension of the Offer to Exchange.
false 0001854275 0001854275 2026-07-23 2026-07-23 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): July 23, 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 8.01. Other Events.

 

As previously disclosed, on January 23, 2026, Zoomcar Holdings, Inc. (the “Company”) commenced an offer to exchange (the “Offer to Exchange”) certain of its outstanding warrants for shares of the Company’s common stock, par value $0.0001 per share, on the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2026, as amended (the “Schedule TO”), and the related offer materials, including the Offer to Exchange, dated January 23, 2026, as further amended or supplemented from time to time.

 

On July 23, 2026, the Company issued a press release announcing the extension of the expiration date of the Offer to Exchange from 5:00 p.m., Eastern Time, on July 24, 2026 to 5:00 p.m., Eastern Time, on August 14, 2026, unless further extended by the Company. The Company also filed Amendment No. 9 to the Schedule TO with the SEC to reflect such extension.

 

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information contained in this Item 8.01, including the press release attached as Exhibit 99.1 hereto, is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offer to Exchange is being made only pursuant to the Schedule TO and the related offer materials, in each case as amended and supplemented from time to time, that the Company has filed and may further file with the SEC. Holders of the Company’s warrants that are subject to the Offer to Exchange are urged to read the Schedule TO and the related offer materials carefully because they contain important information that holders should consider before making any decision with respect to the Offer to Exchange. Holders may obtain free copies of the Schedule TO and the related offer materials, as well as other documents filed by the Company with the SEC, at the SEC’s website at www.sec.gov or from the Company at its website or by contacting the Company’s investor relations department.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Offer to Exchange, including the extension, timing, terms and completion thereof; the level of participation by holders; the satisfaction of conditions to the Offer to Exchange (including the increase in the Company’s authorized shares of common stock); the expected effects of the Offer to Exchange on the Company’s capital structure; and other statements that are not statements of historical fact. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including: the level of participation in the Offer to Exchange; the ability to satisfy 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 information regarding factors that could cause actual results to differ materially is included under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026 . Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release issued by Zoomcar Holdings, Inc., dated July 23, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ZOOMCAR HOLDINGS, INC.

 

Date: July 23, 2026

 

By: /s/ Deepankar Tiwari  
Name:  Deepankar Tiwari  
Title: Chief Executive Officer  

 

 

2

 

 

 

Exhibit 99.1

 

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

 

Bengaluru, India, July 23, 2026 (GLOBE NEWSWIRE) -- Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced that it is extending the expiration date of its previously announced offer to exchange (the “Offer to Exchange”) certain outstanding warrants for shares of the Company’s common stock.

 

The Offer to Exchange, which was previously scheduled to expire at 5:00 p.m., Eastern Time, on July 24, 2026, has been extended and will now expire at 5:00 p.m., Eastern Time, on August 14, 2026, unless further extended by the Company. The Company is extending the Offer to Exchange to provide additional time for holders to consider the Offer to Exchange and for the satisfaction of the conditions thereto, including stockholder approval of an increase in the Company’s authorized shares of common stock.

 

Warrants previously tendered and not withdrawn remain validly tendered and do not need to be re-tendered. Holders who have not yet tendered, and holders who previously withdrew their warrants, may still participate by following the procedures described in the Schedule TO and related offer materials. Tendered warrants may be withdrawn at any time prior to the expiration of the Offer to Exchange.

 

Except as described above, all terms and conditions of the Offer to Exchange remain unchanged. Holders are urged to read the Company’s Tender Offer Statement on Schedule TO, as amended, and the related offer materials filed with the Securities and Exchange Commission (the “SEC”), which contain important information regarding the Offer to Exchange. Questions and requests for assistance may be directed to the Exchange Agent, Vinyl Equity, Inc., at inquiries@vinylequity.com or 888-808-4695.

 

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 extension, timing, terms, and completion of the Offer to Exchange; the level of participation by holders of Eligible 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, 2026.

 

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.

 

 Investor Contact:

 

Zoomcar Holdings, Inc.

 

investors@zoomcar.com

 

 

 

 

 

Filing Exhibits & Attachments

4 documents