Zoomcar (NASDAQ: ZCAR) updates exhibits for warrant exchange offer

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. filed Amendment No. 1 to its warrant exchange tender offer statement. The company is conducting an offer to eligible holders of certain outstanding warrants, allowing them to exchange these warrants for shares of Zoomcar common stock on the terms described in its previously issued Offer to Exchange dated January 23, 2026. This amendment is described as an exhibits-only update, mainly adding and organizing forms such as letters of transmittal and consent for different warrant series, a notice of withdrawal, a letter to warrant holders, potential warrant amendments, and a lock-up agreement. Core terms of the original exchange offer remain unchanged, and no additional financial results or new transaction terms are introduced in this amendment.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

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 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. 1)

This Amendment No. 1 (this “Amendment”) amends the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto (the “Schedule TO”), filed with the Securities and Exchange Commission on January 23, 2026 by Zoomcar Holdings, Inc., a Delaware corporation (the “Company”).

This Schedule TO relates to the offer by the Company to eligible holders of certain outstanding warrants of the Company (the “Existing Warrants”) to exchange the Existing 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 (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 Schedule TO.

This Amendment is being filed as an exhibits-only amendment. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

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Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as listed below:

Exhibit		Description
(a)(1)(A)		Offer to Exchange (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Zoomcar Holdings, Inc. with the SEC on January 23, 2026).
(a)(1)(B)*		Form of Letter of Transmittal and Consent (Common Warrants).
(a)(1)(C)*		Form of Letter of Transmittal and Consent (Series A Warrants).
(a)(1)(D)*		Form of Letter of Transmittal and Consent (Series B Warrants).
(a)(1)(E)*		Form of Letter of Transmittal and Consent (Pre-Funded Warrants).
(a)(1)(F)*		Form of Letter of Transmittal and Consent (Bridge Placement Agent Warrants).
(a)(1)(G)*		Form of Letter of Transmittal and Consent (Placement Agent Warrants).
(a)(1)(H)*		Form of Letter of Transmittal and Consent (Series A Placement Agent Warrants).
(a)(1)(I)*		Form of Notice of Withdrawal.
(a)(1)(J)*		Form of Letter to Warrant Holders.
(a)(1)(K)		Press Release announcing commencement of the Offer to Exchange (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO filed by Zoomcar Holdings, Inc. with the SEC on January 23, 2026).
(a)(1)(L)#		Form of Warrant Amendment(s) (if applicable).
(a)(1)(M)*		Form of Lock-Up Agreement
(d)(1)(A)		Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Zoomcar Holdings, Inc. with the SEC on December 26, 2024).
(d)(1)(B)		Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Zoomcar Holdings, Inc. with the SEC on April 4, 2025).
(d)(1)(C)		Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Zoomcar Holdings, Inc. with the SEC on April 4, 2025).
(d)(1)(D)		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Zoomcar Holdings, Inc. with the SEC on June 18, 2025).
(d)(1)(E)*		Form of Bridge Placement Agent Warrant.
(d)(1)(F)*		Form of Placement Agent Warrant.
(d)(1)(G)*		Form of Series A Placement Agent Warrant.
(a)(5)(A)		Part II, Item 8 of the Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 30, 2025 and incorporated herein by reference.
(a)(5)(B)		Part I, Item I of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 14, 2025 and incorporated herein by reference.
107**		Fee Table

* Filed herewith

**	Previously Filed.
#	To be filed by amendment, if necessary.

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: January 27, 2026
By:	/s/ Deepankar Tiwari
Name:	Deepankar Tiwari
Title:	Chief Executive Officer

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FAQ

What is Zoomcar Holdings, Inc. (ZCAR) updating with this Schedule TO-I/A?

Zoomcar Holdings, Inc. is filing Amendment No. 1 to its existing tender offer statement related to an exchange offer for certain outstanding warrants. The amendment primarily updates and adds exhibits such as forms of letters of transmittal and consent, a notice of withdrawal, a letter to warrant holders, and related agreement forms, while leaving the core terms of the offer unchanged.

What securities are covered by Zoomcar Holdings, Inc.’s warrant exchange offer?

The offer applies to eligible holders of certain outstanding warrants of Zoomcar Holdings, Inc., including common stock purchase warrants, Series A and 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, and Series A placement agent warrants.

What is the consideration in Zoomcar Holdings, Inc.’s tender offer for warrants?

Under the offer, eligible holders of specified outstanding warrants may exchange those warrants for shares of Zoomcar’s common stock with a par value of $0.0001 per share. The detailed exchange terms are set out in the Offer to Exchange dated January 23, 2026 and related offer materials referenced in the amendment.

Does this amendment change the terms of Zoomcar Holdings, Inc.’s warrant exchange offer?

The amendment is characterized as an exhibits-only amendment. It states that, except as otherwise set forth in the amendment, the information in the original Schedule TO remains unchanged. The focus is on adding and supplementing exhibits rather than revising the main economic or procedural terms of the exchange offer.

Which key documents are added or referenced in this Zoomcar Holdings, Inc. amendment?

The amendment lists multiple exhibits, including forms of letters of transmittal and consent for each warrant type, a form of notice of withdrawal, a form of letter to warrant holders, a form of lock-up agreement, potential warrant amendments, and references to previously filed warrant forms and company reports incorporated by reference.

Who signed the Zoomcar Holdings, Inc. Schedule TO-I/A amendment?

The amendment was signed on behalf of Zoomcar Holdings, Inc. by Deepankar Tiwari, who is identified as the company’s Chief Executive Officer.