Zoomcar extends warrant exchange deadline to July 24

Zoomcar Holdings, Inc. amends its Tender Offer Statement to extend the Expiration Date of its Offer to Exchange warrants to July 24, 2026, moving the prior deadline from June 30, 2026.

Accepted by SEC EDGAR 06/25/2026 - 12:18 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. amends its Tender Offer Statement to extend the Expiration Date of its Offer to Exchange warrants to July 24, 2026, moving the prior deadline from June 30, 2026.

The company states the extension is to provide additional time for holders to consider and participate and to allow for satisfaction of conditions, including stockholder approval of an increase in the Company’s authorized shares of common stock. The filing notes that, as of the amendment date, no Existing Warrants have been validly tendered and not withdrawn. Previously tendered warrants that were not validly withdrawn remain validly tendered and do not need to be re-tendered. Timing for any further extension is left to the Company.

Insights

Corporate Transactions Counsel

Extension preserves procedural flexibility while pending stockholder approval.

The amendment extends the Offer to Exchange expiration to July 24, 2026, explicitly tying the extension to time needed for holder participation and satisfaction of conditions, including stockholder approval to increase authorized shares. The text preserves prior tenders as valid.

Key dependencies are the stockholder vote and any future extensions; cash-flow treatment and methods of exchange are unchanged in the excerpt. Subsequent filings or the Offer Materials will disclose final results.

Investor Relations Analyst

No tenders reported to date; extension may aim to encourage participation.

The Amendment states that, as of the amendment date, the Exchange Agent advised the Company that no Existing Warrants have been validly tendered and not withdrawn. That fact is presented without additional commentary.

Investors should note the condition tied to increasing authorized shares; the filing does not disclose vote timing or outcomes in this excerpt.

Key Figures

New Expiration Date: July 24, 2026 Prior Expiration Date: June 30, 2026 Existing Warrants validly tendered: 0 warrants +1 more

4 metrics

New Expiration Date July 24, 2026 Offer to Exchange expiration

Prior Expiration Date June 30, 2026 Previously stated Offer to Exchange expiration

Existing Warrants validly tendered 0 warrants Since commencement of the Offer to Exchange (per Exchange Agent)

Tender withdrawal window Prior to Expiration Date Tenders may be withdrawn at any time prior to the Expiration Date per Schedule TO

Key Terms

Offer to Exchange, Schedule TO, Exchange Agent, authorized shares

4 terms

Offer to Exchange financial

"the Expiration Date of the Offer to Exchange has been extended"

Schedule TO regulatory

"This Amendment amends and supplements the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Exchange Agent financial

"based on information provided by the Exchange Agent"

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.

authorized shares corporate

"stockholder approval of an increase in the Company’s authorized shares of common stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Zoomcar (ZCAR) change in this amendment?

Zoomcar extended the expiration of its Offer to Exchange to July 24, 2026. The amendment replaces prior references to June 30, 2026 and states the extension is to allow holders time to participate and for satisfaction of conditions, including stockholder approval to increase authorized shares.

Have any Existing Warrants been tendered in Zoomcar's (ZCAR) exchange offer?

As of the amendment date, no Existing Warrants have been validly tendered and not withdrawn. The filing attributes this information to the Exchange Agent since the commencement of the Offer to Exchange and preserves previously tendered warrants that remain validly tendered.

Do holders need to re-tender previously tendered warrants in the Zoomcar (ZCAR) offer?

No—previously tendered warrants that were not validly withdrawn remain validly tendered. The Amendment states those warrants do not need to be re-tendered; holders who withdrew or have not yet tendered may still follow the Offer procedures described in the Schedule TO.

Why did Zoomcar (ZCAR) extend the Offer to Exchange deadline?

The company extended the deadline to provide additional time for holder participation and to satisfy offer conditions. The Amendment specifically cites the need for stockholder approval of an increase in authorized common shares as one of the conditions tied to the extension.

Will Zoomcar (ZCAR) further extend the offer beyond July 24, 2026?

The Amendment permits further extension but does not state whether it will occur. The filing notes the Offer will expire at 5:00 p.m. Eastern Time on July 24, 2026 "unless further extended by the Company," without providing a schedule for any future extensions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 8

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

ZOOMCAR HOLDINGS, INC.

(Name of Subject Company and Filing Person (Issuer))

Common Stock Purchase Warrants 2026 Common Stock Purchase Warrants Series A Common Stock Purchase Warrants Series B Common Stock Purchase Warrants Pre-Funded Warrants to Purchase Common Stock Bridge Placement Agent Common Stock Purchase Warrants Placement Agent Common Stock Purchase Warrants Series A Placement Agent Warrants		N/A
(Title of Class of Securities)		(CUSIP Number of Class of Securities)

Deepankar Tiwari

Anjaneya Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India 560008

+91 8048821871

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies of communications to:

Morris C. Zarif, Esq.

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Park, NJ 07711

(732) 755-0146

☐ Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

(Amendment No. 8)

This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended by Amendment No. 1 filed on January 27, 2026, Amendment No. 2 filed on February 2, 2026, Amendment No. 3 filed on March 2, 2026, Amendment No. 4 filed on March 18, 2026, Amendment No. 5 filed on April 15, 2026, Amendment No. 6 filed on May 12, 2026, and Amendment No. 7 filed on May 20, 2026, collectively, the “Schedule TO”), initially filed with the Securities and Exchange Commission (the “SEC” or “Commission”) on January 23, 2026, by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”).

This Amendment No. 8 is being filed to extend the Expiration Date of the Offer to Exchange by twenty-four (24) additional days, such that the Offer to Exchange will now expire at 5:00 p.m., Eastern Time, on July 24, 2026 (the “Expiration Date”), unless further extended by the Company.

The Company is extending the Expiration Date to provide additional time for holders of Existing Warrants to consider, and to participate in, the Offer to Exchange, and for the satisfaction of the conditions to the Offer to Exchange, including stockholder approval of an increase in the Company’s authorized shares of common stock.

Warrants previously tendered and not validly withdrawn remain validly tendered and do not need to be re-tendered. Holders who have not yet tendered, and holders who previously withdrew their tendered Warrants, may still participate in the Offer to Exchange by following the procedures described in the Schedule TO and the related Offer Materials. Tendered Warrants may be withdrawn at any time prior to the Expiration Date in accordance with the procedures described in the Schedule TO and the related Offer Materials.

Except as specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. All capitalized terms used in this Amendment but not otherwise defined herein have the respective meanings ascribed to them in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; Additional Information.

Items 1, 4 and 11 of the Schedule TO, and the disclosures incorporated therein by reference from the Offer to Exchange, are hereby amended and supplemented to reflect that the Expiration Date of the Offer to Exchange has been extended from 5:00 p.m., Eastern Time, on June 30, 2026 to 5:00 p.m., Eastern Time, on July 24, 2026, unless further extended by the Company. All references in the Schedule TO and the Offer Materials to the Expiration Date being June 30, 2026 are hereby amended to refer to July 24, 2026.

As of the date of this Amendment, based on information provided by the Exchange Agent, the Company has been advised that, since the commencement of the Offer to Exchange, no Existing Warrants have been validly tendered and not withdrawn.

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Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit		Description
(a)(1)(P)*		Press Release announcing extension of the Offer to Exchange, dated June 25, 2026.
107**		Filing Fee Table.

* Filed herewith.

** Previously filed.

Item 13. Information Required by Schedule 13e-3.

Not applicable.

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ZOOMCAR HOLDINGS, INC.

Date: June 25, 2026

By:	/s/ Deepankar Tiwari
Name:	Deepankar Tiwari
Title:	Chief Executive Officer

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