Zoomcar (ZCAR) unveils warrant exchange and up to $5M bridge financing private placement

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. launched two capital structure initiatives. The company commenced an offer to exchange several classes of outstanding warrants for shares of common stock. Exchange ratios vary by instrument, including 20,000 shares of common stock for each Common Warrant and 10 shares of common stock for each Series A Warrant, Series B Warrant, Pre-Funded Warrant, Bridge Placement Agent Warrant, Placement Agent Warrant and Series A Placement Agent Warrant that are tendered and accepted. The shares to be issued are intended to rely on the Section 3(a)(9) registration exemption and the offer is conditioned on stockholder approval of an increase in authorized common shares.

On the same date, Zoomcar launched a Bridge Financing private placement under Rule 506(c), offering up to $5,000,000 of units, with a minimum of $2,000,000 required by February 28, 2026. Each $1,000 Unit consists of one share of Series A Convertible Preferred Stock, initially convertible at $0.05 per common share, and a warrant to buy one common share at an initial exercise price of $0.0625 per share.

Insights

Capital structure and securities analyst

Zoomcar restructures warrants and seeks up to $5M via preferred-stock units.

The warrant exchange offer allows holders of multiple warrant classes to swap into common stock at fixed exchange ratios, such as 20,000 shares per Common Warrant and 10 shares per several other warrant types. This can simplify the capital structure and convert contingent rights into equity, depending on participation. The company plans to rely on Section 3(a)(9) and requires stockholder approval to increase authorized common shares before issuing the exchange shares.

The concurrent Bridge Financing targets up to $5,000,000 with a $2,000,000 minimum by February 28, 2026, selling Units at $1,000 each. Each Unit includes Series A Convertible Preferred Stock and a warrant, with initial conversion at $0.05 per common share and warrant exercise at $0.0625. These terms indicate potential future common equity issuance if the preferred converts and warrants are exercised. Actual impact depends on how much of the offering is sold and the level of participation in the warrant exchange.

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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): January 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 7.01 Regulation FD Disclosure

On January 23, 2026, the Company commenced an offer to exchange (the “Offer to Exchange”) eligible outstanding warrants for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Company’s offer to exchange, dated January 23, 2026 (as it may be amended or supplemented from time to time, the “Offer to Exchange”), and the related letter(s) of transmittal and consent, notice(s) of withdrawal and other offer materials (together with the Offer to Exchange, as amended or supplemented from time to time, the “Offer Materials”), each of which is filed as an exhibit to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”).

The Offer to Exchange relates to eligible holders of the Company’s outstanding: (i) common stock purchase warrants (the “Common Warrants”), (ii) Series A common stock purchase warrants (the “Series A Warrants”), (iii) Series B common stock purchase warrants (the “Series B Warrants”), (iv) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), (v) Bridge placement agent common stock purchase warrants issued in connection with the Company’s bridge financing on June 18, 2024 (the “Bridge Placement Agent Warrants”), (vi) placement agent common stock purchase warrants issued in connection with the Company’s private placement dated November _5, 2024 (the “Placement Agent Warrants”), and (vii) Series A placement agent warrants issued in connection with the Company’s private placement dated November 5, 2024 (the “Series A Placement Agent Warrants” and, together with the Common Warrants, Series A Warrants, Series B Warrants, Pre-Funded Warrants, Bridge Placement Agent Warrants and Placement Agent Warrants, the “Existing Warrants”).

Under the Offer to Exchange, subject to the terms and conditions described in the Offer Materials, the Company is offering to exchange the Existing Warrants for shares of Common Stock at the following exchange ratios (each, an “Exchange Ratio” and collectively, the “Exchange Ratios”): (i) for each one (1) Common Warrant tendered and accepted for exchange, twenty thousand (20,000) shares of Common Stock; (ii) for each one (1) Series A Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (iii) for each one (1) Series B Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (iv) for each one (1) Pre-Funded Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (v) for each one (1) Bridge Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (vi) for each one (1) Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; and (vii) for each one (1) Series A Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock.

In addition, concurrently with the Offer to Exchange, the Company may solicit consents from holders of certain classes of Existing Warrants to amend the governing warrant instruments and related agreements to facilitate the Offer to Exchange and/or the post-offer treatment of any Existing Warrants that remain outstanding (the “Warrant Amendments”). The Series A Warrants and Series B Warrants may be amended as a class with the consent of holders of a majority in interest of such warrants. The scope, terms and applicable approval thresholds for any Warrant Amendments will be described in the Offer Materials.

The Company intends to issue the shares of Common Stock offered in the Offer to Exchange in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and is not filing a registration statement on Form S-4 or otherwise registering the issuance of such shares in connection with the Offer to Exchange.

The Offer to Exchange is conditioned upon, among other things, the adoption by the Company’s stockholders of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase”) and the filing and effectiveness of such amendment with the Secretary of State of the State of Delaware. The Company expects to seek such stockholder approval in connection with the Company’s annual meeting of stockholders and related proxy solicitation.

The Offer to Exchange is being made only pursuant to the Offer Materials. Holders of Existing Warrants should read the Offer Materials carefully because they contain important information about the Offer to Exchange.

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Bridge Financing / Private Placement

Also on January 23, 2026, the Company launched a Bridge Financing being conducted as a private placement to “accredited investors” pursuant to Rule 506(c) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the Bridge Financing, the Company is offering up to $5,000,000 of units (the “Units”), with a minimum offering amount of $2,000,000 required to consummate the offering on or before February 28, 2026 (the “Offering Termination Date”). If the minimum offering amount is not achieved by the Offering Termination Date, funds received from prospective purchasers will be returned without interest. If the minimum offering amount is achieved, the Company may hold one or more closings up to the earlier of (i) the sale of the maximum offering amount or (ii) the Offering Termination Date.

Each Unit consists of (i) one share of Series A Convertible Preferred Stock (the “Preferred Stock”) and (ii) one warrant to purchase one share of Common Stock (the “Warrant”). The purchase price is $1,000 per Unit. The Preferred Stock has a senior liquidation preference to the Common Stock and is convertible into Common Stock at an initial conversion price of $0.05 per share, subject to certain reset and other provisions described in the PPM and the certificate of designation for the Preferred Stock. Each Warrant is exercisable for one share of Common Stock at an initial exercise price of $0.0625 per share, subject to adjustment.

The Bridge Financing securities 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 Company has engaged ThinkEquity LLC as exclusive placement agent for the Bridge Financing on a reasonable best efforts basis.

The Company’s investor presentation used in connection with the Bridge Financing is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01 is intended to be furnished pursuant to Item 7.01 and shall not be deemed to be “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 in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits 

Exhibit Number		Description
99.1		Investor Presentation
99.2		Press Release, dated January 23, 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: January 23, 2026	Zoomcar Holdings, Inc.
	By:	/s/ Shachi Singh
	Name:	Shachi Singh
	Title:	Chief Legal Officer

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FAQ

What did Zoomcar Holdings, Inc. (ZCAR) announce in this 8-K?

Zoomcar Holdings, Inc. announced an offer to exchange several classes of outstanding warrants for common stock and launched a Bridge Financing private placement of up to $5,000,000 of units consisting of Series A Convertible Preferred Stock and warrants.

How does the Zoomcar warrant exchange offer work?

Under the offer, eligible holders can exchange their existing warrants for common stock at fixed ratios, including 20,000 shares of common stock for each Common Warrant and 10 shares of common stock for each Series A Warrant, Series B Warrant, Pre-Funded Warrant, Bridge Placement Agent Warrant, Placement Agent Warrant and Series A Placement Agent Warrant that are tendered and accepted.

What conditions apply to Zoomcar’s warrant exchange for common stock?

The exchange is made only on the terms in the Offer Materials and is conditioned, among other things, on stockholders approving an amendment to increase the authorized common shares and that amendment being filed and effective with the Delaware Secretary of State.

What are the key terms of Zoomcar’s Bridge Financing private placement?

Zoomcar is offering up to $5,000,000 of units, with a $2,000,000 minimum required by February 28, 2026. Each $1,000 Unit includes one share of Series A Convertible Preferred Stock and one warrant to purchase one share of common stock.

At what prices can the Bridge Financing securities convert or be exercised into Zoomcar common stock?

The Series A Convertible Preferred Stock is initially convertible into common stock at $0.05 per share, and each Warrant is initially exercisable for one common share at an exercise price of $0.0625 per share, subject to adjustment.

How is Zoomcar issuing shares for the warrant exchange and Bridge Financing?

For the warrant exchange, Zoomcar intends to issue common shares in reliance on the Section 3(a)(9) exemption from registration. The Bridge Financing is being conducted as a private placement to accredited investors under Rule 506(c), and the securities have not been registered under the Securities Act or state laws.

Who is acting as placement agent for Zoomcar’s Bridge Financing?

Zoomcar has engaged ThinkEquity LLC as the exclusive placement agent for the Bridge Financing on a reasonable best efforts basis.