Zoomcar (OTCQB: ZCAR) closes private placement of 939 stock warrants
Rhea-AI Filing Summary
Zoomcar Holdings, Inc. completed a private placement of 939 common stock purchase warrants, raising aggregate gross proceeds of approximately $939 from verified accredited investors. Each warrant can be exercised for one share of common stock at an initial exercise price of $6,000 per share, subject to adjustment.
The warrants include anti-dilution adjustments for events like stock splits and stock dividends, and impose beneficial ownership limits that generally cap any holder at 4.99% of outstanding common stock, or 9.99% at the holder’s election. The securities were issued under Section 4(a)(2) and Rule 506(c) of Regulation D without the use of a placement agent.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Private Placement of Warrants
On February 25, 2026, Zoomcar Holdings, Inc. (the “Company”) consummated the closing (the “Closing”) of its previously announced private placement (the “Private Placement”) of common stock purchase warrants (the “Warrants”) pursuant to Securities Purchase Agreements (the “Securities Purchase Agreements”) entered into by and between the Company and the purchasers named therein (collectively, the “Purchasers”).
Pursuant to the Securities Purchase Agreements, and at the Closing, the Company issued an aggregate of 939 Warrants to the Purchasers for aggregate gross proceeds of approximately $939 (before deducting offering expenses payable by the Company). 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 provided therein. No placement agent, underwriter, broker or dealer manager was engaged in connection with the Private Placement, and no commissions or placement agent fees were paid by the Company in connection therewith.
The Warrants contain customary anti-dilution provisions and adjustments, including for stock splits, stock dividends and similar events. In addition, the Warrants include limitations on exercise that, in general, restrict a holder from exercising any portion of a Warrant to the extent that, after giving effect to such exercise, the holder (together with its affiliates) would beneficially own more than 4.99% of the Company’s outstanding Common Stock (or, at the holder’s election upon notice, up to 9.99%), in each case as provided in the Warrants.
The foregoing description of the Securities Purchase Agreements and the Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Securities Purchase Agreement and form of Warrant, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Warrants issued in the Private Placement and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) were offered and sold (i) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, to verified accredited investors. The Company took reasonable steps to verify that each Purchaser was an accredited investor within the meaning of Rule 501(a) of Regulation D.
The Warrants and the Warrant Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
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Item 7.01. Regulation FD Disclosure.
On February 26, 2026, the Company issued a press release announcing the Closing of the Private Placement. A copy of the press release is furnished as Exhibit 99.1 hereto.
This information is being furnished pursuant to Item 7.01 of Form 8-K 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 | |
| 4.1 | Form of Common Stock Purchase Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release, dated February 26, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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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 26, 2026 | Zoomcar Holdings, Inc. | |
| By: | /s/ Shachi Singh | |
| Name: | Shachi Singh | |
| Title: | Chief Legal Officer | |
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Exhibit 99.1
Zoomcar Announces Closing of Private Placement of Common Stock Warrants
Bengaluru, India, February 26, 2026 — Zoomcar Holdings, Inc. (OTCQB: ZCAR), India’s largest peer-to-peer self-drive car-sharing marketplace, today announced the closing of a private placement of common stock purchase warrants to verified accredited investors.
The private placement was launched on February 19, 2026, and was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(c) of Regulation D.
In connection with the closing, the Company issued an aggregate of 939 common stock purchase warrants (the “Warrants”), each exercisable for one share of the Company’s common stock at a nominal exercise price of $6,000 per share, subject to adjustment as provided therein and were sold for $1.00 per warrant for an aggregate of $939.
The Warrants contain customary anti-dilution adjustments, including adjustments for stock splits, stock dividends and similar events, as well as beneficial ownership limitations restricting a holder from exercising any portion of a Warrant to the extent such holder would beneficially own more than 4.99% (or, at the holder’s election upon notice, up to 9.99%) of the Company’s outstanding common stock immediately after exercise.
Important Information / No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Any offer to sell securities in the private placement will be made only pursuant to definitive offering documents. Any exchange offer or tender offer, if commenced, will be made only pursuant to definitive offer materials and, if applicable, filings with the U.S. Securities and Exchange Commission (“SEC”). Investors and security holders should read all such materials carefully if and when available because they will contain important information.
The securities referenced herein 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.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the private placement of Warrants, the potential commencement and terms of any contemplated exchange or tender offer involving such Warrants, the anticipated structure or exchange ratio of any such transaction, the potential effects of the Warrants or any exchange offer on the Company’s capital structure, and the Company’s strategic objectives. Words such as “may,” “will,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” “potential,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation: the Company’s ability to commence or complete any contemplated exchange or tender offer; the level of participation by holders of Warrants in any such transaction; the Company’s ability to satisfy any conditions to such transaction, including obtaining any required stockholder approvals; the potential dilutive impact of the Warrants; market and capital markets conditions; regulatory developments; the Company’s operating performance and liquidity; and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.
Actual results may differ materially from those indicated in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.
About Zoomcar
Founded in 2013 and headquartered in Bengaluru, India, Zoomcar is a leading marketplace for self-drive car sharing focused in India. The Zoomcar community connects Hosts with Guests, who choose from a broad selection of vehicles at affordable prices, enabling flexible access-based mobility.
Contact:
investors@zoomcar.com; press@zoomcar.com
FAQ
What did Zoomcar (ZCAR) announce regarding its private placement of warrants?
How many warrants did Zoomcar (ZCAR) issue and for what proceeds?
What is the exercise price of Zoomcar’s new warrants and what do they convert into?
What ownership limits apply to the Zoomcar (ZCAR) warrants issued in this placement?
Were Zoomcar’s newly issued warrants registered with the SEC?
Did Zoomcar (ZCAR) use a placement agent or pay fees for this warrant offering?
Filing Exhibits & Attachments
6 documentsPress Releases
Agreements & Contracts
