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Zoomcar (OTCQB: ZCAR) pushes warrant exchange offer deadline to June 30, 2026

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. has extended the expiration date of its previously announced offer to exchange certain outstanding warrants for shares of its common stock. The exchange offer, which had been scheduled to end at 5:00 p.m. Eastern Time on May 11, 2026, will now expire at 5:00 p.m. Eastern Time on June 30, 2026, unless further extended by the company.

The extension is intended to give warrant holders more time to evaluate the offer and allow time for conditions to be satisfied, including stockholder approval of an increase in authorized common shares. Warrants already tendered and not withdrawn remain valid, and holders may still tender or withdraw their warrants under the procedures described in the company’s Schedule TO and related materials.

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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.
Original offer expiration 5:00 p.m. ET, May 11, 2026 Initial deadline for warrant-for-stock exchange offer
New offer expiration 5:00 p.m. ET, June 30, 2026 Extended deadline for warrant-for-stock exchange offer
Form type Form 8-K Other Events disclosure regarding offer extension
Press release date May 12, 2026 Date of announcement of offer extension
Key condition Increase in authorized shares Stockholder approval required for more common stock
Exchange Agent phone 888-808-4695 Contact number for Vinyl Equity, Inc. regarding offer
Offer to Exchange financial
"previously announced offer to exchange certain outstanding warrants for shares of the Company’s common stock"
Tender Offer Statement on Schedule TO regulatory
"set forth in the Company’s Tender Offer Statement on Schedule TO, originally filed"
A tender offer statement on Schedule TO is a formal regulatory filing that lays out the full terms, timeline, and conditions of a public offer to buy shares from existing shareholders. Think of it as a detailed invitation that explains who is buying, how much they’ll pay, how long the offer runs, and any rules or financing behind it. Investors use it to judge the fairness, likelihood and timing of a buyout and its likely effect on share value and control.
authorized shares of common stock financial
"including 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 of the Private Securities Litigation Reform Act of 1995."
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.
Exchange Agent financial
"Questions and requests for assistance may be directed to the Exchange Agent, Vinyl Equity, Inc."
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.
Understanding 8-K Material Events →
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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): May 12, 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 amended and restated April 15, 2026 (as further amended or supplemented from time to time).

 

On May 12, 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 May 11, 2026 to 5:00 p.m., Eastern Time, on June 30, 2026, unless further extended by the Company. The Company also filed Amendment No. 6 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, 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 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 May 12, 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: May 12, 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, May 12, 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 May 11, 2026, has been extended and will now expire at 5:00 p.m., Eastern Time, on June 30, 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, 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.

 

Investor Contact:

 

Zoomcar Holdings, Inc.

investors@zoomcar.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Zoomcar Holdings (ZCAR) announce in this Form 8-K?

Zoomcar Holdings announced it is extending the expiration date of its offer to exchange certain outstanding warrants for common stock to June 30, 2026. The move gives warrant holders more time to consider the offer and allows additional time to satisfy offer conditions.

When does Zoomcar’s warrant exchange offer now expire?

The warrant exchange offer now expires at 5:00 p.m. Eastern Time on June 30, 2026. This extends the previous deadline of May 11, 2026, unless Zoomcar further extends the offer in accordance with applicable regulations and disclosed procedures.

What happens to Zoomcar warrants already tendered in the exchange offer?

Warrants previously tendered and not withdrawn remain validly tendered and do not need to be re-tendered. Holders still retain the right to withdraw their tendered warrants any time before the extended expiration date using the procedures in the offer materials.

Why did Zoomcar extend its warrant exchange offer deadline?

Zoomcar extended the deadline to provide additional time for holders to consider the offer and for conditions to be satisfied. These conditions include obtaining stockholder approval for an increase in authorized shares of common stock necessary to complete the exchange.

Where can investors find details on Zoomcar’s warrant exchange offer?

Investors can review the Tender Offer Statement on Schedule TO and related materials filed with the SEC. These documents are available at www.sec.gov and from Zoomcar, and contain detailed terms, conditions, and procedures for participating in the exchange offer.

Who can warrant holders contact with questions about Zoomcar’s exchange offer?

Holders with questions or needing assistance may contact the Exchange Agent, Vinyl Equity, Inc. They can reach Vinyl Equity by email at inquiries@vinylequity.com or by phone at 888-808-4695, as noted in Zoomcar’s press release and related materials.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents