Zoomcar extends warrant exchange deadline to June 30, 2026

Zoomcar Holdings, Inc. extended its offer to exchange existing warrants by 35 days to June 30, 2026.

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. extended its offer to exchange existing warrants by 35 days to June 30, 2026. The Amendment No. 6 to the Schedule TO moves the Expiration Date from May 11, 2026 to June 30, 2026 to give warrant holders additional time to consider and participate in the Offer to Exchange, and to allow time for satisfaction of conditions, including stockholder approval of an increase in authorized common shares. The filing states that warrants previously tendered and not validly withdrawn remain validly tendered and need not be re-tendered, and that, as of the date of the Amendment, no Existing Warrants have been validly tendered and not withdrawn according to the Exchange Agent.

Insights

Capital Markets Counsel

Extension preserves the offer window while stockholder approval is sought.

The Amendment No. 6 extends the Offer to Exchange expiration to June 30, 2026, citing the need for additional time to satisfy conditions including a vote to increase authorized common shares. The extension is a procedural step commonly used to allow completion of conditional items.

Timing for the stockholder approval and the Exchange Agent's confirmation of any tenders are the key dependencies; subsequent amendments or post-effectiveness notices would disclose changes in tender counts or further extensions.

Corporate Finance Analyst

No tenders reported yet; amendment clarifies treatment of prior tenders.

The filing confirms that warrants already tendered and not withdrawn remain validly tendered and do not require re-tendering, reducing operational friction for participants. The company states that, to date, no existing warrants have been validly tendered and not withdrawn per the Exchange Agent.

Investor-facing metrics to watch in subsequent filings include any reported tender counts, the outcome of the authorized-share increase, and whether the company further extends the Expiration Date.

Key Figures

Extension length: 35 days New Expiration Date: June 30, 2026 Prior Expiration Date: May 11, 2026 +2 more

5 metrics

Extension length 35 days Extension of Offer to Exchange

New Expiration Date June 30, 2026 Offer to Exchange expiration

Prior Expiration Date May 11, 2026 Original Offer to Exchange expiration

Amendment filing date (signature) May 12, 2026 Certification signature date on Amendment No. 6

Tenders reported 0 warrants Exchange Agent advised no Existing Warrants validly tendered and not withdrawn as of the Amendment date

Key Terms

Offer to Exchange, Schedule TO, Exchange Agent, Existing Warrants

4 terms

Offer to Exchange regulatory

"the Offer to Exchange will now expire at 5:00 p.m., Eastern Time, on June 30, 2026"

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, the Company has been advised that"

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.

Existing Warrants financial

"Holders of Existing Warrants to consider, and to participate in, the Offer to Exchange"

FAQ

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

What did Zoomcar (ZCAR) change in Amendment No. 6?

Zoomcar extended the Offer to Exchange by 35 days to June 30, 2026. The amendment updates the Expiration Date from May 11, 2026 and preserves previously tendered warrants that were not validly withdrawn.

Do warrant holders need to re-tender if they already submitted warrants?

No. Warrants previously tendered and not validly withdrawn remain validly tendered and do not need to be re-tendered. Withdrawn or not-yet-tendered holders may still participate following offer procedures.

Has Zoomcar received any valid tenders so far?

As of the Amendment date, the Exchange Agent advised that no Existing Warrants have been validly tendered and not withdrawn. The company notes this is based on information from the Exchange Agent.

Why was the expiration date extended to June 30, 2026?

The extension provides additional time for holders to consider the Offer and for satisfaction of conditions, including stockholder approval of an increase in authorized common shares, as stated in the Amendment.

How can holders withdraw or tender warrants after this Amendment?

Holders may withdraw tendered warrants prior to the Expiration Date in accordance with the procedures in the Schedule TO and Offer Materials; holders who have not tendered may follow those procedures to participate.

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

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Accepted by SEC EDGAR 05/12/2026 - 05:23 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 6

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. 6)

This Amendment No. 6 (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, and Amendment No. 5 filed on April 15, 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. 6 is being filed to extend the Expiration Date of the Offer to Exchange by thirty-five (35) additional days, such that the Offer to Exchange will now expire at 5:00 p.m., Eastern Time, on June 30, 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 May 11, 2026 to 5:00 p.m., Eastern Time, to June 30, 2026, unless further extended by the Company. All references in the Schedule TO and the Offer Materials to the Expiration Date being May 11, 2026 are hereby amended to refer to June 30, 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. [NTD: Confirm with Exchange Agent (Vinyl Equity) and update as applicable; if any have been tendered, insert series-by-series tender count.]

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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 May 11, 2026.
107**		Filing Fee Table.

* Filed herewith.

** Previously filed.

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

Not applicable.

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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: May 12, 2026

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

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