UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
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 |
|
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
This Tender Offer Statement on Schedule TO (this “Schedule
TO”) is filed by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,”
“we,” “us,” or “our”). This Schedule TO relates to the offer by the Company to eligible holders
of the Warrants (as defined below) to exchange such 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 as of the date hereof, as it may be amended or supplemented from time to time (the “Offer to Exchange”),
and the related letter of transmittal, accredited investor verification, notice 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 this Schedule TO.
For purposes of this Schedule TO, “Warrants” means the
Company’s common stock purchase warrants issued and outstanding as of February 26, 2026 (the “Record Date”) pursuant
to that certain securities purchase agreement, dated February 25, 2026, by and between the Company and the purchasers party
thereto (the “Purchase Agreement”), in the private placement (the “Private Placement”) conducted in reliance
on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Act”). Only holders of record of Warrants
as of the Record Date that are verified accredited investors are eligible to participate in the Offer to Exchange.
Under the Offer to Exchange, subject to the terms and conditions described
in the Offer Materials, the Company is offering to holders that are verified accredited investors for each one (1) Warrant tendered and
accepted for exchange, 20,000 shares of Common Stock (the “Exchange Ratio”).
Participants whose Warrants are tendered and accepted for exchange
will be required, as a condition to receiving shares of Common Stock in the Offer to Exchange, to execute and deliver a lock-up agreement
in favor of the Company (the “Lock-Up Agreement”) pursuant to which 50% of the shares of Common Stock issued to such participant
will be subject to transfer restrictions until the date that is twelve (12) months after the Expiration Date (as it may be extended)
and the remaining 50% will be subject to transfer restrictions until the date that is eighteen (18) months after the Expiration Date
(as it may be extended), in each case subject to customary exceptions set forth in the Lock-Up Agreement. In addition, the shares issued
in the Offer to Exchange will be issued as “restricted securities” in reliance on an exemption from registration under the
Securities Act, will bear an appropriate restrictive legend, and the Company will provide stop-transfer instructions to its transfer
agent to enforce such restrictions.
The Company intends to issue the shares of Common Stock offered in
the Offer to Exchange in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c)
of Regulation D promulgated thereunder, and the Company is not filing a registration statement on Form S-4 or otherwise registering the
issuance of such shares in connection with the Offer to Exchange.
Participation in the Offer to Exchange is limited to holders of record
of Warrants that are verified accredited investors, and each participating holder will be required to complete and deliver such investor
representations and verification documentation as the Company may reasonably require to establish the availability of the exemption.
The Offer to Exchange is conditioned upon, among other things, the adoption by the Company’s stockholders of an amendment to the
Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized
Share Increase”) and the filing and effectiveness of such amendment with the Secretary of State of the State of Delaware. The Company
expects to seek such stockholder approval in connection with the Company’s annual meeting of stockholders and related proxy solicitation.
This Schedule TO is intended to satisfy the reporting requirements
of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information set forth in the Offer
Materials is incorporated by reference in response to Items 1 through 13 of this Schedule TO, except to the extent that information is
specifically provided herein.
Item 1. Summary Term Sheet.
The information set forth under the heading “Summary”
in the Offer to Exchange is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the subject company and the filing
person is Zoomcar Holdings, Inc., a Delaware corporation. Its principal executive offices are located at Anjaneya Techno Park, No.147,
1st Floor, Kodihalli, Bangalore, India 560008. The Company’s telephone number is +91 8048821871.
(b) Securities. The subject securities of this Offer to Exchange are
the Warrants. There is no trading market for the Warrants. The Warrants were issued in a private placement in reliance on Rule 506(c)
and are not deposited with The Depository Trust Company.
As of the Record Date, there were 939 Warrants issued
and outstanding and eligible to participate in the Offer to Exchange. Assuming all eligible Warrants are tendered and accepted
for exchange, the Company would issue an aggregate of up to 18,780,000 shares of Common Stock (based on the Exchange Ratio), subject
to the Company having a sufficient number of authorized and unissued shares of Common Stock available for issuance.
(c) Trading Market and Price. The Common Stock is quoted/traded on
the OTCQB under the symbol “ZCAR” The information set forth in the Offer to Exchange under “Price Range of Common Stock”
is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The Company is the subject company and the filing
person. The address and telephone number of the Company are set forth under Item 2(a) above.
The names of the executive officers and directors of the Company who
are persons specified in Instruction C to Schedule TO are set forth below. The business address for each such person is: Anjaneya Techno
Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 and the business telephone number for each such person
is +91 8048821871 .
| Name |
|
Position |
| Uri Levine |
|
Director |
| Mohan Ananda |
|
Director |
| Evelyn D’An |
|
Director |
| Swatick Majumdar |
|
Director |
| John Clarke |
|
Director |
| Deepankar Tiwari |
|
Chief Executive Officer |
| Sachin Gupta |
|
Chief Financial Officer |
| Shachi Singh |
|
Chief Legal Officer & General Counsel |
Item 4. Terms of the Transaction.
(a) Material Terms. As a condition to the issuance of shares of Common
Stock in the Offer to Exchange, each eligible holder whose Warrants are tendered and accepted for exchange will be required (i) to execute
and deliver the Lock-Up Agreement and (ii) to represent and certify that it is a verified accredited investor (as defined in Rule 501
of Regulation D) and to provide such documentation as the Company may reasonably request to evidence verification for purposes of Rule
506(c). The Company expects that shares issued in the Offer to Exchange will bear an appropriate restrictive legend reflecting (A) the
Securities Act restrictions applicable to securities issued in reliance on Rule 506(c) and (B) the Lock-Up Agreement, and the Company
will provide stop-transfer instructions to its transfer agent to enforce such restrictions.
The Offer to Exchange will commence on February 27, 2026 and will
expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company (the “Expiration Date”). Eligible
holders may withdraw tendered Existing Warrants at any time prior to the Expiration Date, and as otherwise permitted under applicable
law, as described in the Offer Materials. The Offer to Exchange is subject to the satisfaction (or, where applicable, waiver) of the
conditions described in the Offer Materials, including the Authorized Share Increase. The Company will not accept for exchange, or issue
any shares of Common Stock in exchange for, any Existing Warrants tendered pursuant to the Offer to Exchange unless and until the Authorized
Share Increase has been approved by the Company’s stockholders and has become effective.
The Company reserves the right, subject to applicable law, to extend
the Offer to Exchange, to amend the terms of the Offer to Exchange, or to terminate the Offer to Exchange, as described in the Offer
Materials.
(b) Purchases. The information set forth in the Offer to Exchange
under the section titled “Interests of Directors and Executive Officers” is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Arrangements.
(a) Agreements Involving the Subject Company’s Securities. The
information set forth in the Offer to Exchange under the section titled “Transactions and Agreements Concerning the Company’s
Securities” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the Offer to Exchange under
the section titled “Background and Purpose of the Offer” is incorporated herein by reference.
(b) Use of Securities Acquired. To the extent the Company acquires
Warrants in the Offer to Exchange, the Company expects to cancel and retire such Warrants.
(c) Plans. Except as described in the Offer Materials, including the
Private Placement and the Offer to Exchange, neither the Company nor, to the Company’s knowledge, any of its directors or executive
officers has any plans, proposals, or negotiations that relate to or would result in any of the transactions described in Items 1006(c)(1)-(10)
of Regulation M-A. The Offer to Exchange is not conditioned on the consummation of the Private Placement, and the Private Placement is
not conditioned on the consummation of the Offer to Exchange.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. No funds will be paid by the Company to holders
tendering Warrants in connection with the Offer to Exchange. The consideration for the Offer to Exchange consists solely of shares of
Common Stock. The shares of Common Stock issued as consideration in the Offer to Exchange will be issued in reliance on Section 4(a)(2)
and Rule 506(c) of Regulation D and will be restricted securities. The Company will use cash on hand to pay the fees and expenses incurred
in connection with the Offer to Exchange.
(b) Conditions. Not applicable because there is no financing condition.
(c) Borrowed Funds. Not applicable because no funds are being borrowed
for the Offer to Exchange.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the Offer to
Exchange under the section titled “Interests of Directors and Executive Officers” is incorporated herein by reference.
(b) Securities Transactions. Except as disclosed in the Offer Materials,
neither the Company nor, to the Company’s knowledge, any of its directors, executive officers, or affiliates has engaged in any
transactions in the Warrants during the past sixty (60) days.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. The Company has not retained
any dealer manager or solicitation agent for the Offer to Exchange. The Company may retain an information agent and/or exchange agent
to assist with the administration of the Offer to Exchange, as described in the Offer Materials. The Company’s directors and executive
officers are not making any recommendation as to whether holders should tender Existing Warrants.
Item 10. Financial Statements.
(a) Financial Information.
Below is a summary of our consolidated financial information. The following summary should be read in conjunction with our consolidated
financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations
in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025, as well as our most
recently filed unaudited interim financial statements included in our Quarterly Report on Form 10-Q filed with the SEC on February 17,
2026, for the quarter ended December 31, 2025, each of which is incorporated herein by reference. The condensed balance sheet data as
of December 31, 2025 and March 31, 2025 and the consolidated statements of operations data for the three and nine months ended December
31, 2025 and 2024 were derived from our unaudited interim financial statements included in such Quarterly Report on Form 10-Q. Our interim
results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative
of the results to be expected in any future period.
Zoomcar Holdings, Inc. Summary Financial
Data
Condensed Balance Sheet Data (Unaudited)
(in USD)
| As at | |
December 31, 2025
(Unaudited) | | |
March 31, 2025 | |
| | |
| | |
| |
| Assets | |
| | |
| |
| Current assets : | |
| | |
| |
| Cash and cash equivalents (Refer Note 27- VIE) | |
$ | 208,175 | | |
$ | 1,077,275 | |
| Accounts receivable, net of allowance for credit losses | |
| 52,331 | | |
| 200,650 | |
| Assets held for sale | |
| 230,596 | | |
| 267,293 | |
| Prepaid expenses | |
| 140,629 | | |
| 1,020,170 | |
| Balances with government authorities | |
| - | | |
| 187,458 | |
| Other current assets (Refer Note
27- VIE) | |
| 278,187 | | |
| 261,200 | |
| Total current assets | |
$ | 909,918 | | |
$ | 3,014,046 | |
| | |
| | | |
| | |
| Other non-current assets, net of
allowance for credit losses | |
$ | 607,318 | | |
| 705,767 | |
| | |
| | | |
| | |
| Liabilities and stockholders’
deficit | |
| | | |
| | |
| Current liabilities : | |
| | | |
| | |
| Accounts payable (Refer Note 27- VIE) | |
$ | 14,806,739 | | |
$ | 12,396,147 | |
| Accounts payable towards related parties | |
| 152,435 | | |
| 152,435 | |
| Current maturities of long-term debt | |
| 2,260,895 | | |
| 2,851,341 | |
| Current portion of operating lease liabilities | |
| 310,865 | | |
| 316,756 | |
| Finance lease liabilities | |
| 1,992,064 | | |
| 3,966,962 | |
| Contract liabilities | |
| 808,048 | | |
| 471,720 | |
| Current portion of pension and other employee
obligations (Refer Note 27- VIE) | |
| 168,740 | | |
| 152,872 | |
| Unsecured notes | |
| 697,566 | | |
| - | |
| Convertible Redeemable note | |
| 392,900 | | |
| - | |
| Unsecured convertible note | |
| 6,408,971 | | |
| 6,002,269 | |
| Other current liabilities (Refer
Note 27- VIE) | |
| 1,188,175 | | |
| 3,199,649 | |
| Total current liabilities | |
$ | 29,187,398 | | |
$ | 29,510,151 | |
| Operating lease liabilities, less current portion | |
| 609,617 | | |
| 801,981 | |
| Pension and other employee obligations,
less current portion | |
| 406,423 | | |
| 394,030 | |
| Total liabilities | |
$ | 30,203,438 | | |
$ | 30,706,162 | |
| Commitments and contingencies (Note 29) | |
| | | |
| | |
| Stockholders’ deficit: | |
| | | |
| | |
| Common stock, $0.0001 par value per share, 250,000,000 shares authorized
as of September 30, 2025 and March 31, 2025; 6,902,727 shares and 2,462,418 shares issued and outstanding as of September 30,
2025 and March 31, 2025 respectively | |
| 715 | | |
| 246 | |
| Additional paid-in capital | |
| 309,941,644 | | |
| 305,693,199 | |
| Accumulated deficit | |
| (338,894,739 | ) | |
| (333,173,805 | ) |
| Accumulated other comprehensive
income | |
| 1,523,667 | | |
| 2,131,522 | |
| | |
| | | |
| | |
| Total stockholders’
deficit | |
$ | (27,428,713 | ) | |
$ | (25,348,838 | ) |
| | |
| | | |
| | |
| Total liabilities
and stockholders’ deficit | |
$ | 2,774,725 | | |
$ | 5,357,324 | |
Consolidated Statements of Operation Data
(Unaudited)
| |
|
Three months ended
December 31, |
|
|
Nine months ended
December 31, |
|
|
Year ended
March 31, |
|
| |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
| Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues from services |
|
$ |
2,365,059 |
|
|
$ |
2,448,571 |
|
|
$ |
6,946,494 |
|
|
$ |
6,894,511 |
|
|
$ |
9,024,576 |
|
|
$ |
9,836,434 |
|
| Other revenues |
|
|
- |
|
|
|
797 |
|
|
|
18,428 |
|
|
|
42,739 |
|
|
|
81,315 |
|
|
|
60,799 |
|
| Total revenue |
|
$ |
2,365,059 |
|
|
$ |
2,449,368 |
|
|
$ |
6,964,922 |
|
|
$ |
6,937,250 |
|
|
$ |
9,105,891 |
|
|
$ |
9,897,233 |
|
| | |
Three months ended
December 31, | | |
Nine months ended
December 31, | | |
Year ended
March 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net loss | |
$ | (721,472 | ) | |
$ | (7,922,063 | ) | |
$ | (5,720,934 | ) | |
$ | (13,805,617 | ) | |
$ | (25,622,303 | ) | |
$ | (34,277,252 | ) |
| Net loss per share * | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.06 | ) | |
$ | (71.26 | ) | |
$ | (0.53 | ) | |
$ | (196.31 | ) | |
$ | (51.84 | ) | |
$ | (3,839.73 | ) |
| Diluted | |
$ | (0.06 | ) | |
$ | (71.26 | ) | |
$ | (0.53 | ) | |
$ | (196.31 | ) | |
$ | (51.84 | ) | |
$ | (3,839.73 | ) |
| Weighted average shares used in computing loss per share: * | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 12,237,383 | | |
| 111,175 | | |
| 10,809,458 | | |
| 70,326 | | |
| 494,276 | | |
| 8,927 | |
| Diluted | |
| 12,237,383 | | |
| 111,175 | | |
| 10,809,458 | | |
| 70,326 | | |
| 494,276 | | |
| 8,927 | |
| * |
Prior period numbers have been adjusted to reflect the First Reverse
Stock Split and the Second Reverse Stock Split of the Common Stock at a ratio of 1-for-100 and 1-for-20, respectively. |
Our book value as of December 31, 2025, was approximately
$ 27.43 million or approximately $(3.84) per share. Book value per share represents our total assets less total
liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025.
Our tangible book value as of December 31, 2025, was
approximately $27.43 million or approximately $(3.84) per share. Tangible book value per share represents our
total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares
of common stock outstanding as of December 31, 2025.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) Except as set forth in the Offer Materials, there are
no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers, directors
or affiliates relating, directly or indirectly, to the Offer to Exchange.
(2) In addition to the requirements of applicable U.S.
federal and state securities laws and the rules and regulations of the SEC, the Company expects to seek stockholder approval of the Authorized
Share Increase at the annual meeting of stockholders to be held on or prior to the Expiration Date. The Company expects to file with
the SEC a preliminary proxy statement and a definitive proxy statement in connection with such meeting. The Offer to Exchange will not
be consummated unless and until the Authorized Share Increase has been approved and has become effective.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) Other Material Information. The information set forth in the Offer
Materials is incorporated herein by reference.
Item 12. Exhibits.
The following exhibits are filed as a part of this Schedule TO:
| Exhibit |
|
Description |
| (a)(1)(A) |
|
Offer to Exchange |
| (a)(1)(B) |
|
Form of Letter of Transmittal |
| (a)(1)(C) |
|
Form of Notice of Withdrawal |
| (a)(1)(D) |
|
Form of Letter to Warrant Holders |
| (a)(1)(E) |
|
Press Release announcing commencement of the Offer to
Exchange |
| (a)(1)(F) |
|
Form of Lock-Up Agreement |
| (a)(1)(g) |
|
Form of Accredited Investor Verification Letter |
| (d)(1)(A) |
|
Form of 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 December 31, 2025, filed with the SEC on February 17, 2026 and incorporated
herein by reference |
| 107 |
|
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: February 27, 2026 |
|
| |
|
| By: |
/s/ Deepankar Tiwari |
|
| Name: |
Deepankar Tiwari |
|
| Title: |
Chief Executive Officer |
|
