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Zoomcar Holdings, Inc. (ZCAR) reported the fifth closing of its ongoing private placement of Series A units to accredited investors. Each Unit consists of one share of Series A Convertible Preferred Stock with a stated value of $1,000 and one Series A warrant to purchase 20,000 shares of common stock.
At this fifth closing, the company issued 80 Units, comprising 80 preferred shares and warrants exercisable for up to 1,600,000 common shares, for aggregate consideration of approximately $80,000. Sixty Units were issued as non-cash consideration through satisfaction of accrued obligations, and 20 Units were issued for cash to an accredited investor.
The broader Offering permits sales of up to $5,000,000 of Units, plus up to an additional $5,000,000 via an overallotment option, and is being conducted under Section 4(a)(2) and Rule 506(c) of Regulation D. The scheduled termination date was extended, with the agreement of the placement agent, from September 4, 2026 to September 20, 2026. The preferred shares are initially convertible at $0.05 per share of common stock, and the warrants are exercisable at $0.0625 per share for five years from issuance.
Zoomcar Holdings, Inc. (ZCAR) completed an unregistered exchange of privately issued warrants for common stock under Section 3(a)(9) of the Securities Act. As of the August 14, 2026 expiration, holders tendered 6,029,194 Existing Warrants, about 63% of warrants outstanding, and the company accepted all for exchange.
In return, Zoomcar will issue 317,683,180 shares of common stock, with no cash paid or received, and all exchanged warrants will be retired and canceled. Each participating holder signed a lock-up agreement restricting transfer of 50% of received shares for 12 months and the remaining 50% for 18 months after the expiration date. The new shares are unregistered “restricted securities” and will bear Securities Act and lock-up legends.
Zoomcar Holdings, Inc. reported modest revenue of $2,351,329 for the quarter ended June 30, 2026, roughly flat versus $2,312,753 a year earlier. Operating efficiency improved, with total costs and expenses falling to $3,230,177 from $4,074,176, narrowing the operating loss before tax to $878,848 from $1,761,423.
However, higher finance and other expenses led to a larger net loss of $5,369,599 compared with $4,205,313 in the prior-year quarter. Cash and cash equivalents were only $405,441, against total liabilities of $38,913,031 and a stockholders’ deficit of $(35,731,960). Current liabilities of $38,011,871 far exceed current assets of $1,329,377, creating a working capital deficit of $36,682,494.
Management explicitly states that the company’s cash position is critically deficient, critical payments are not being made in the ordinary course, and there is substantial doubt about its ability to continue as a going concern. The company is relying on bridge notes, promissory notes and Series A convertible units for liquidity, while remaining in default on several debt and lease obligations, including penal interest of $569,749 to Leaseplan India in the quarter.
Zoomcar Holdings, Inc. has extended the expiration of its previously announced offer to exchange certain outstanding warrants for shares of its common stock. The offer, originally scheduled to expire at 5:00 p.m. Eastern Time on July 24, 2026, will now expire at 5:00 p.m. Eastern Time on August 14, 2026, unless further extended by the company.
The extension provides additional time for warrant holders to consider the Offer to Exchange and for conditions to be satisfied, including stockholder approval of an increase in authorized shares of common stock. Warrants already tendered and not withdrawn remain validly tendered, while holders may withdraw tendered warrants at any time before expiration. Participation is governed by the company’s Schedule TO and related offer materials filed with the SEC.
Zoomcar Holdings, Inc. filed an amended annual report to correct an administrative error and describes an asset-light, peer-to-peer car sharing marketplace focused on India. As of March 31, 2026, the platform had 33,383 registered Host vehicles and about 2.5 million active Guests; during the year, roughly 245,367 Guests generated 775,005 booking days. Management cites a serviceable addressable market of about $46.5 billion and a total addressable market of $186 billion across emerging markets.
The company completed a SPAC business combination in December 2023. After failing Nasdaq listing standards, its common stock and public warrants now trade on OTC Markets under the symbols ZCAR and ZCARW. As of September 30, 2025, non-affiliate equity market value was $1,919,665, and 8,488,485 common shares were outstanding as of July 13, 2026.
Zoomcar reports a history of operating losses, limited cash resources, indebtedness in default, and reliance on multiple short-term and convertible bridge financings with discounts, warrants and preferred stock. Management states there is substantial doubt about the company’s ability to continue as a going concern and highlights risks from heavy dilution, potential insufficiency of authorized shares to honor conversion and warrant obligations, and thin, volatile OTCQB trading with possible “penny stock” treatment.
Gupta Sachin U reported acquisition or exercise transactions in this Form 4 filing.
Zoomcar Holdings, Inc. reported that Chief Financial Officer Sachin U Gupta received an equity grant of 500,615 shares of Common Stock, recorded at $0.00 per share, bringing his directly held position to 500,615 shares. The award is issued under the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan as Restricted Stock Units. According to the vesting schedule, 615 RSUs vested on March 31, 2025; 125,000 RSUs vested on June 30, 2026; an additional 125,000 RSUs will vest on August 4, 2026; 125,000 RSUs will vest on August 4, 2027; and the remaining 125,000 RSUs will vest on August 4, 2028.
Singh Shachi reported acquisition or exercise transactions in this Form 4 filing.
Zoomcar Holdings, Inc. reported that former Chief Legal Officer Shachi Singh received a grant of 500,476 restricted stock units under its 2023 Equity Incentive Plan. Of these, 476 RSUs vested on March 31, 2025.
After Singh’s resignation effective April 28, 2026, the remaining 500,000 unvested RSUs were voluntarily forfeited and canceled without consideration. Singh now directly holds 476 shares of Zoomcar common stock.
Zoomcar Holdings, Inc. runs an asset-light, peer‑to‑peer car‑sharing marketplace focused on India, matching vehicle owners (Hosts) with short‑term renters (Guests) through a digital platform. As of March 31, 2026 it had 33,383 registered Host vehicles, about 2.5 million active Guests and 775,005 booking days.
Management estimates an emerging‑market total addressable market of $186 billion and a serviceable addressable market of $46.5 billion, with India its most important market. Operations in Indonesia, Egypt and Vietnam have been exited to concentrate resources on India.
The company reports recurring operating losses, significant indebtedness (including defaults) and extensive use of short‑term and convertible bridge financings. It warns of substantial doubt about its ability to continue as a going concern, highlights delisting from Nasdaq and trading on OTCQB with penny‑stock constraints, and notes that heavy warrant, preferred and note overhang plus limited authorized shares could cause substantial dilution and complicate future capital raising.
Zoomcar Holdings Inc. completed a third closing of its private placement of Series A units, raising approximately $195,000 by selling 195 Units at $1,000 each. Each Unit includes one share of Series A Convertible Preferred Stock and one warrant to buy 20,000 common shares, for 3,900,000 warrant shares in total.
The preferred stock is initially convertible into common stock at $0.05 per share, and the investor warrants are exercisable at $0.0625 per share for five years. The overall Offering permits up to $5,000,000 of Units plus a $5,000,000 overallotment option through July 30, 2026. ThinkEquity acts as placement agent, earning a 10% cash fee, a 1% expense allowance, and warrants for 390,000 common shares. Separately, Zoomcar extended CEO Deepankar Tiwari’s consultancy agreement by one year to May 9, 2027 on substantially the same terms.
Zoomcar Holdings, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 and will use the Rule 12b-25 extension. The company says it must complete a fair valuation of a settlement that requires issuance of 39,000,000 shares by January 2027, which it characterizes as a significant adjusting event that affects the March 31, 2026 financial statements. Zoomcar states it will file the Form 10-K on or before the fifteenth calendar day following the prescribed due date and is working with an independent valuation firm to determine the final fair value and adjusting entries. The settlement’s material terms were disclosed in a Current Report on Form 8-K filed May 19, 2026.