false
0001854275
0001854275
2026-10-08
2026-10-08
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): October 08, 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.
The information set forth in Item 1.01 of this
Current Report regarding the Offering and the Purchase Agreement is incorporated herein by reference.
On October 08, 2026, the Company, with the agreement
of the Placement Agent, extended the scheduled termination date of the Offering (and the corresponding “Termination Date”
as defined in the Securities Purchase Agreements entered into with investors in the Offering) from October 09, 2026 to November 16, 2026.
The Company may further extend the Offering Termination Date in accordance with the terms of the applicable Securities Purchase Agreements.
This Current Report on Form 8-K does not constitute
an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
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 regarding the Bridge Financing, including its extension,
timing, terms, and completion. These statements involve risks and uncertainties that could cause actual results to differ materially,
including the risk that the Bridge Financing does not close on the expected terms or timeline, failure to satisfy closing conditions,
potential impact on the Company’s liquidity, and general market conditions. For a discussion of additional factors that could affect
these statements. See “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31,
2026, and subsequent SEC filings. The Company undertakes no obligation to update these statements except as required by law.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: October 8, 2026 |
ZOOMCAR HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Deepankar Tiwari |
| |
Name: |
Deepankar Tiwari |
| |
Title: |
Chief ExecutiveOfficer |