Zoomcar (ZCAR) extends warrant tender offer and pursues bridge financing
Rhea-AI Filing Summary
Zoomcar Holdings, Inc. furnished a shareholder letter providing preliminary, unaudited estimates for the fiscal year ending March 31, 2026, including expected year-over-year reductions in net loss and Adjusted EBITDA loss, along with selected prior-period operating data. The company highlights a pending warrant Offer to Exchange, whose expiration has been extended to June 30, 2026, as part of simplifying its capital structure and consolidating equity. Completion of this tender offer depends on stockholder approval to increase authorized common stock at an upcoming virtual special meeting. Zoomcar also discusses an ongoing Bridge Financing being conducted under Rule 506(c) of Regulation D for verified accredited investors, and invites holders to a series of management webinars covering the tender offer, the capital raise, and the business outlook.
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Insights
Zoomcar outlines capital-structure cleanup, bridge financing, and narrower losses.
Zoomcar describes a warrant Offer to Exchange intended to reduce outstanding warrant instruments and simplify its equity structure. The expiration has been extended to June 30, 2026, and completion is conditioned on stockholder approval to increase authorized common stock at a special meeting.
The shareholder letter also shares preliminary, unaudited estimates for full-year fiscal 2026, pointing to reductions in net loss and Adjusted EBITDA loss while maintaining a stable topline. These figures are based on internal data and remain subject to change once year-end closing procedures are completed.
In parallel, Zoomcar is pursuing a Bridge Financing under Rule 506(c) of Regulation D, available only to verified accredited investors, to strengthen its balance sheet and support its path toward operating breakeven. Actual impact will depend on stockholder approval, tender offer participation, and the eventual size and terms of the bridge round.
8-K Event Classification
Key Figures
Key Terms
Offer to Exchange financial
Tender Offer financial
Bridge Financing financial
Rule 506(c) of Regulation D regulatory
Adjusted EBITDA financial
Gross Booking Value financial
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
Date of Report (Date
of earliest event reported):
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Kodihalli, |
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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) |
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| 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:
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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
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Item 2.02. Results of Operations and Financial Condition.
On May 20, 2026, Deepankar Tiwari, the Chief Executive Officer of Zoomcar Holdings, Inc. (the “Company”), distributed a letter to the Company’s shareholders, warrant holders, and participants in the Company’s previously announced offer to exchange certain outstanding warrants for shares of the Company’s common stock (the “Shareholder Letter”). The Shareholder Letter includes certain preliminary, unaudited estimates of the Company’s expected financial results for the fiscal year ending March 31, 2026, including expected year-over-year reductions in net loss and Adjusted EBITDA loss, as well as selected unaudited operating and financial information for prior periods.
A copy of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. The information set forth in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
The preliminary financial information set forth in the Shareholder Letter reflects management’s current estimates based on internally available data and is subject to revision upon completion of the Company’s financial closing procedures for the fiscal year ending March 31, 2026. Actual results may differ materially from these preliminary estimates. The Shareholder Letter also contains certain non-GAAP financial measures. A description of these measures and the reasons management uses them is included in the Shareholder Letter. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. generally accepted accounting principles are not provided in the Shareholder Letter because the necessary GAAP information is not yet available due to the preliminary nature of the Company’s financial close.
Item 7.01. Regulation FD Disclosure.
On May 20, 2026, the Company distributed the Shareholder Letter to its shareholders, warrant holders, and participants in the Company’s previously announced offer to exchange certain outstanding warrants for shares of the Company’s common stock.
A copy of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information set forth in this Item 7.01, including Exhibit 99.1, 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 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.
The Shareholder Letter contains references to the Company’s previously announced offer to exchange outstanding warrants for shares of common stock (the “Offer to Exchange”). The Offer to Exchange is being made pursuant to the Company’s Tender Offer Statement on Schedule TO, originally filed with the SEC on January 23, 2026, as amended and restated or amended to date (the “Schedule TO”), and the related offer materials filed as exhibits thereto. The information set forth in this Current Report on Form 8-K is for informational purposes only and does not constitute 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. Holders are urged to read the Schedule TO, as amended, and the related offer materials, which contain important information regarding the Offer to Exchange.
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The Shareholder Letter also contains references to the Company’s ongoing bridge financing (the “Bridge Financing”). The securities offered in the Bridge Financing 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. The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act and is available only to verified accredited investors. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the Bridge Financing or any other securities of the Company, nor shall there be any sale of such 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the Shareholder Letter furnished as Exhibit 99.1 hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information regarding these and other risks is contained in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available at www.sec.gov. The forward-looking statements speak only as of the date hereof and, except as required by applicable law, the Company undertakes no obligation to update or revise any such statements. The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in connection with a tender offer; accordingly, the Company is relying on the cautionary statements contained in the Shareholder Letter and herein, and not the statutory safe harbor, with respect to any forward-looking statements relating to the Offer to Exchange.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Letter to Shareholders, Warrant Holders, and Tender Offer Participants from Deepankar Tiwari, Chief Executive Officer, dated May 20, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 20, 2026 | ||
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
To Our Shareholders, Warrant Holders, and Tender Offer Participants:
On behalf of the Board and the entire team at Zoomcar Holdings, Inc. (“Zoomcar” or the “Company”), I want to thank you for your continued support and partnership. I am writing today with several important updates: (i) the status of our pending Offer to Exchange (the “Tender Offer”) a, (ii) a brief corporate update on the business, (iii) the status of our ongoing capital raise, and (iv) invitations to a series of management webinars over the coming days.
| 1. | Tender Offer Update — June 30, 2026 |
As previously announced, we have extended the expiration date of the Offer to Exchange outstanding warrants for shares of common stock to 5:00 p.m. Eastern Time on June 30, 2026. The Tender Offer is part of a broader effort to simplify our capital structure, reduce the number of outstanding warrant instruments, and consolidate our equity capitalization. We believe completion of the exchange will materially reduce administrative complexity and position the Company more cleanly for institutional participation in the current and future financings.
Stockholder Meeting: Completion of the Tender Offer is conditioned on, among other things, stockholder approval of an increase in our authorized common stock at the upcoming Special Meeting of Stockholders, which will be held virtually. Further details regarding the meeting will be communicated in due course.
Questions regarding the Tender Offer or the mechanics of tendering may be directed to the Exchange Agent, Vinyl Equity, Inc., at inquiries@vinylequity.com or 888-808-4695.
| 2. | Corporate Update |
Operationally, Zoomcar continues to execute on its strategy as India’s leading peer-to-peer, asset-light car-sharing marketplace. Recent highlights include:
| ● | Marketplace performance (most recent reported quarter — Q3 FY25-26, ended December 31, 2025): Gross Booking Value of $6.60 million, with repeat users making up 58% of bookings. For calendar year 2025, host payouts were approximately $12.8 million (≈₹116 crore) across 18,800 active earning hosts. |
| ● | Unit economics: Record contribution profit of $1.38 million (58% margin) in Q3 FY25-26, marking the ninth consecutive quarter of positive contribution profit. Contribution profit per booking improved 14% year-over-year to $14.10, up from $12.39. Adjusted EBITDA loss improved 74% YoY to $(0.83) million, and loss attributable to shareholders narrowed 91% YoY to $(0.72) million. Preliminary internal estimates indicated contribution margin reached approximately $20 per booking in January 2026. |
| ● | Product and trust & safety: The Company’s AI-powered risk engine, “Fraud Shield,” reduced fraud and theft incidents by 38% quarter-over-quarter — from 94 in Oct–Dec 2025 to 59 in Jan–Mar 2026. Fraud Shield uses 160+ external signals and real-time scoring to flag approximately 1% of bookings as high-risk, with nearly 70 bookings proactively blocked prior to vehicle handover in March 2026. Other recent initiatives include the launch of Trip Protection supported by one of India’s most reputed Insurance companies and integration of Google Cloud AI to speed onboarding and enhance safety signals. |
| ● | Cost discipline: For full-year FY26 (preliminary, unaudited): the Company expects net loss to decline by approximately 70% year-over-year, alongside an estimated 54% reduction in Adjusted EBITDA losses, while maintaining a stable topline. For context on the prior year: in FY25 total costs were reduced 55%, from $35.90 million to $16.08 million, and operating losses narrowed by 40%, from $(10.40) million to $(6.20) million. |
| ● | Governance: Our Board continues to be chaired by Uri Levine, alongside directors Evelyn D’An, Swatick Majumdar, and John Clarke. |
Additional details are provided in our most recent filings with the SEC, which are available at www.sec.gov and on our investor relations site.
| 3. | Offering / Bridge Financing Update |
We are currently pursuing an additional capital raise to strengthen the balance sheet, fund our path to operating breakeven, and provide working capital for the next phase of growth. Key terms of the Bridge Financing include:
| ● | Offering size: up to $5 million (with a potential overallotment of additional $5 million). |
| ● | Security: Units consisting of preferred stock exercisable into common stock at $0.05 per share and 100% warrants coverage exercisable $0.0625. |
| ● | Pricing: $1,000 per Preferred share. |
| ● | Eligibility: offered only to verified accredited investors pursuant to Rule 506(c) of Regulation D. |
| ● | Expected closing: Prior to June 30, 2026. |
The offering email would be sent separately.
Further Information Regarding the Bridge Financing
The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act and is available only to verified accredited investors. The securities offered in the Bridge Financing have not been registered under the Securities Act or any state securities laws and may not be offered or sold except pursuant to an applicable exemption from registration.
For additional information regarding the Bridge Financing, verified accredited investors may contact ThinkEquity LLC, the exclusive placement agent for the Bridge Financing or contact the Company at investors@zoomcar.com.
Important note: This letter is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offer will be made only by means of definitive offering documents to verified accredited investors.
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| 4. | Management Webinars — Invitations Over the Next Few Days |
To make sure every holder has direct access to management ahead of the June 30 expiration, we will be hosting a short series of webinars covering the Tender Offer, the current offering, and the business outlook. There will be dedicated time for Q&A for each session.
Calendar invitations with registration links will be sent in the next few days to all Tender Offer participants and shareholders of record. If you do not receive an invitation and would like to attend, please email investors@zoomcar.com and we will make sure you are added.
We are at an important inflection point. Simplifying the capital structure through the Tender Offer, securing stockholder approval at the Stockholder Meeting, and completing the current offering together create the conditions for Zoomcar to focus fully on operating execution and growth. None of this is possible without you, and I am personally grateful for your continued support.
Please consider participating in the webinars, and please reach out with any questions.
Sincerely,
Deepankar Tiwari
Chief Executive Officer
Zoomcar Holdings, Inc.
Financial Disclosure Advisory: The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”) on Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed with the U.S. Securities and Exchange Commission. The select unaudited and unreviewed results described in this letter are preliminary estimates only based on internal financial data and are subject to revision until the Company completes its financial closing procedures and reports its full financial and business results for the fiscal year 2025–2026. These estimates are not a comprehensive statement of the Company’s financial results of the fiscal year 2025–2026, and actual results may differ materially from these estimates as a result of the completion of quarterly/annual accounting procedures, the execution of the Company’s internal control over financial reporting, the completion of management’s financial statement preparation, the review of the Company’s financial statements, and the occurrence or identification of events prior to the filing of the Company’s Form 10-K for the year-end including results for the fiscal year 2025–2026.
Non-GAAP Financial Measures: This letter includes certain financial measures that are not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including contribution profit, contribution margin, contribution profit per booking, Adjusted EBITDA, Adjusted EBITDA loss, and host payouts, as well as the Company’s preliminary, unaudited estimates of expected year-over-year changes in net loss and Adjusted EBITDA losses for full-year fiscal 2026. The Company also references certain operating metrics, including Gross Booking Value (“GBV”), repeat user rates, active earning hosts, and fraud-related incident counts, that are not financial measures under GAAP but that management uses in evaluating the performance of the marketplace.
Contribution profit is defined by the Company as revenue less directly attributable to variable costs of providing the marketplace service, and contribution margin is contribution profit expressed as a percentage of revenue. Contribution profit per booking represents contribution profit divided by the number of bookings in the applicable period. Adjusted EBITDA is defined by the Company as net loss before interest, taxes, depreciation and amortization, further adjusted to exclude certain items management believes are not indicative of ongoing operating performance, including stock-based compensation, non-recurring items, and certain non-cash charges. Host payouts represent amounts paid or payable to host-owners in respect of completed bookings. GBV represents the aggregate value of bookings transacted through the Company’s marketplace during the applicable period.
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These non-GAAP financial measures and operating metrics are presented to provide information that the Company believes may assist investors in understanding the Company’s financial and operating results and in evaluating period-over-period trends, because they exclude items that are unrelated to, or may not be indicative of, the Company’s core financial and operating performance. These non-GAAP financial measures, as calculated by the Company, may not be comparable to similarly titled measures used by other companies, may not be appropriate for comparing the Company’s performance to that of other companies, and have limitations as analytical tools. They are not intended to represent, and should not be considered as alternatives to, or substitutes for, measures of operating performance, liquidity, or financial position determined in accordance with GAAP. To the extent the Company utilizes such non-GAAP financial measures in the future, it expects to calculate them using a consistent method from period to period.
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are not provided in this letter because the necessary GAAP information for the preliminary fiscal 2026 estimates is not yet available due to the preliminary nature of the Company’s financial close, and because the Company believes the quantitative reconciliation of certain historical non-GAAP figures would require unreasonable effort relative to the supplemental information provided herein. Investors are cautioned not to place undue reliance on these non-GAAP financial measures or operating metrics. For reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP measures, please refer to the Company’s periodic reports filed with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available at www.sec.gov.
Forward-Looking Statements: This letter contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and 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,” “target,” “outlook,” and similar expressions, although not all forward-looking statements contain such identifying words.
Forward-looking statements in this letter include, without limitation, statements regarding: (i) the timing, terms, conditions, and completion of the Offer to Exchange (the “Tender Offer”), including the extension of the expiration date to June 30, 2026, the level of participation by holders of eligible warrants, and the expected effects of the Tender Offer on the Company’s capital structure; (ii) the timing and outcome of the Special Meeting of Stockholders, including the proposal to increase the Company’s authorized common stock and the satisfaction of conditions to the Tender Offer; (iii) the terms, timing, size (including any overallotment), and closing of the Bridge Financing, eligibility of investors, and the anticipated use of proceeds therefrom; (iv) the Company’s preliminary, unaudited estimates of full-year fiscal 2026 financial results, including expected reductions in net loss and Adjusted EBITDA losses and the maintenance of a stable topline; (v) the Company’s path to operating breakeven and future operating, growth, and strategic priorities; (vi) the performance, scalability, and impact of the Company’s marketplace, unit economics, product initiatives (including Fraud Shield, Trip Protection, and Google Cloud AI integration), and trust and safety measures; (vii) the Company’s plans to host management webinars and engage with shareholders, warrant holders, and Tender Offer participants; and (viii) any other statements regarding the Company’s strategy, market opportunity, competitive position, and future financial or operational performance.
Forward-looking statements are based on the Company’s current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such factors include, among others: market and economic conditions in India and the other jurisdictions in which the Company operates; consumer demand and behavior; competitive dynamics in the peer-to-peer car-sharing and broader mobility markets; the Company’s ability to attract and retain hosts and guests; regulatory, tax, and legal developments; foreign currency and cross-border risks; the Company’s ability to raise additional capital on acceptable terms, or at all; the Company’s ability to satisfy the conditions to, and consummate, the Tender Offer and the Bridge Financing; the Company’s ability to obtain the requisite stockholder approvals; risks associated with the Company’s continued listing on the OTC Markets and any future uplisting efforts; the Company’s ability to maintain compliance with its periodic reporting and other obligations under the Exchange Act; the Company’s ability to manage liquidity and operating expenses; operational execution risks, including with respect to product, technology, and trust and safety initiatives; and the other risks and uncertainties described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC, which are available at www.sec.gov.
The forward-looking statements in this letter speak only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation, and expressly disclaims any obligation, to update, revise, or supplement any forward-looking statement, whether as a result of new information, future events, changes in expectations, or otherwise. In addition, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in connection with a tender offer; accordingly, the Company is relying on the cautionary statements set forth herein, and not the statutory safe harbor, with respect to any forward-looking statements relating to the Tender Offer.
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