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.
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. |
Item 13. Information Required by Schedule 13e-3.
Not applicable.
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 |
|
