Zoomcar (ZCAR) files Amendment No.7, adds CEO letter to Schedule TO

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. amends its Schedule TO tender offer statement. This Amendment No. 7 files a Shareholder Letter dated May 20, 2026 as Exhibit (a)(1)(Q) and supplements Items 1, 4 and 11 of the Schedule TO. The remainder of the Schedule TO is incorporated by reference.

Key Figures

Amendment number: Amendment No. 7 Original Schedule TO filing date: January 23, 2026 Exhibit letter date: May 20, 2026 +2 more

5 metrics

Amendment number Amendment No. 7 Schedule TO series of amendments

Original Schedule TO filing date January 23, 2026 initial Schedule TO filing

Exhibit letter date May 20, 2026 Shareholder Letter from CEO filed as Exhibit (a)(1)(Q)

Prior amendment dates Jan 27, Feb 2, Mar 2, Mar 18, Apr 15, May 12 2026 Amendments No.1–6 referenced in Schedule TO

Exhibit added 107 (Filing Fee Table) Item 12 was amended to add Exhibit 107

Key Terms

Schedule TO, Tender Offer, Schedule 13e-3, Shareholder Letter

4 terms

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.

Tender Offer financial

"Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Schedule 13e-3 regulatory

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

Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.

Shareholder Letter other

"filed herewith as Exhibit (a)(1)(Q) — letter to shareholders, warrant holders, and Tender Offer participants"

A shareholder letter is a message from a company's leadership to its investors, often included in annual reports or updates. It provides insights into the company's performance, goals, and future plans, helping shareholders understand how their investment is doing and what the company aims to achieve. Think of it as a personal note from the company's leaders sharing their vision and progress with those who have a stake in its success.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:52 PM Learn about SEC filing dates

FAQ

What does Zoomcar's Amendment No. 7 (ZCAR) do?

It files a shareholder letter as an exhibit and supplements prior disclosures. Amendment No. 7 attaches the CEO letter dated May 20, 2026 and updates Items 1, 4 and 11 of the Schedule TO; all other Schedule TO information remains incorporated by reference.

Which exhibit was added in Zoomcar's Schedule TO amendment?

Exhibit (a)(1)(Q) — a letter from the CEO dated May 20, 2026. Item 12 was amended to add this shareholder letter and the filing also references the Filing Fee Table as Exhibit 107 in the amendment.

Does Amendment No. 7 change the core tender offer terms?

The amendment supplements Items 1, 4 and 11 by reference to the CEO letter. The filing states the Schedule TO remains unchanged except as specifically provided in this Amendment; no other revisions are described in the excerpt.

What prior filings does Amendment No. 7 reference?

It references the original Schedule TO filed January 23, 2026, and Amendments No. 1–6. Amendments cited include filings on January 27, February 2, March 2, March 18, April 15, and May 12, 2026.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 7

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. 7)

This Amendment No. 7 (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, and Amendment No. 6 filed on May 12, 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. 7 is being filed solely to file as an exhibit to the Schedule TO the letter to shareholders, warrant holders, and Tender Offer participants dated May 20, 2026 from Deepankar Tiwari, the Company’s Chief Executive Officer (the “Shareholder Letter”), a copy of which is filed herewith as Exhibit (a)(1)(Q).

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 by reference to the information set forth in the Shareholder Letter filed as Exhibit (a)(1)(Q) hereto, which is incorporated herein by reference.

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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)(Q)*		Letter to Shareholders, Warrant Holders, and Tender Offer Participants from Deepankar Tiwari, Chief Executive Officer, dated May 20, 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 20, 2026
By:	/s/ Deepankar Tiwari
Name:	Deepankar Tiwari
Title:	Chief Executive Officer

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