Zoomcar (ZCAR) cancels February warrant swap, moves holders to January offer

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. ended its February warrant exchange offer on March 11, 2026. That offer would have allowed eligible holders of common stock purchase warrants issued under a February 25, 2026 Securities Purchase Agreement to exchange each Warrant for 20,000 shares of common stock.

The company will instead handle these Warrants through its previously launched January exchange offer on Schedule TO. The February Offer is withdrawn, no Warrants are accepted, and no shares are issued. The 493 Warrants that had been validly tendered are being returned, and all Warrants remain outstanding and eligible under the January Offer.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 12, 2026

ZOOMCAR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40964		99-0431609
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India		560008
(Address of principal executive offices)		(Zip Code)

+918048821871

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NA		NA		NA

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 8.01  Other Events.

On March 11, 2026, Zoomcar Holdings, Inc. (the "Company") terminated, in its entirety, the offer to exchange (the "February Offer") previously commenced on February 27, 2026, pursuant to which the Company had offered to eligible holders of its outstanding common stock purchase warrants issued as of February 26, 2026, under that certain Securities Purchase Agreement dated February 25, 2026 (the "Warrants"), the opportunity to exchange such Warrants for shares of the Company's common stock, par value $0.0001 per share, at an exchange ratio of 20,000 shares per Warrant.

The Company has determined to terminate the February Offer and to consolidate the exchange of the Warrants into the Company's previously commenced offer to exchange filed on Schedule TO on January 23, 2026, as amended (the "January Offer"). In connection with the consolidation, the Company is filing concurrently herewith an amendment to the January Offer Schedule TO in order to add the Warrants as eligible securities and the holders thereof as eligible participants under the January Offer.

As a result of the termination of the February Offer: (i) the February Offer is withdrawn in its entirety and no Warrants will be accepted for exchange thereunder; (ii) no shares of Common Stock will be issued in connection with the February Offer; and (iii) all outstanding Warrants continue to remain outstanding in accordance with their original terms and conditions and will be eligible for participation in the January Offer as described in the January Offer materials, as amended. As of the termination of the February Offer, an aggregate of 493 Warrants had been validly tendered and not validly withdrawn. In accordance with the terms of the Offer and applicable law, all Warrants previously tendered and not withdrawn will be promptly returned to the respective tendering holders, and no shares of Common Stock will be issued in connection with the terminated Offer. Upon such return, holders will retain all rights under the original terms of their Warrants, and no further action is required by any holder in connection with the terminated Offer.

Amendment No. 1 to the February Offer Schedule TO, reporting the termination of the February Offer, has been filed with the SEC concurrently herewith. The Company has provided or is providing written notice of the termination and the consolidation into the January Offer to all eligible Warrant holders.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 12, 2026	Zoomcar Holdings, Inc.
	By:	/s/ Shachi Singh
	Name:	Shachi Singh
	Title:	Chief Legal Officer

2

FAQ

What did Zoomcar Holdings (ZCAR) announce in this 8-K filing?

Zoomcar Holdings announced it has terminated its February warrant exchange offer and will instead handle those Warrants under its earlier January exchange offer. The February Offer is withdrawn, no Warrants are exchanged, and no new common shares are issued under that offer.

How many Zoomcar (ZCAR) Warrants were tendered before the February Offer was terminated?

As of the termination of the February Offer, an aggregate of 493 Warrants had been validly tendered and not withdrawn. These Warrants will be promptly returned to their holders, who will retain all rights under the Warrants’ original terms without taking any further action.

Will Zoomcar (ZCAR) issue any common stock from the terminated February warrant exchange?

No, Zoomcar will not issue any common stock in connection with the terminated February warrant exchange offer. All tendered Warrants are being returned, and the company states that no Warrants will be accepted and no shares of common stock will be issued under that offer.

What happens to Zoomcar (ZCAR) Warrants after the February Offer termination?

All outstanding Warrants continue under their original terms and conditions and become eligible for participation in Zoomcar’s January exchange offer. Holders whose Warrants were tendered will have them returned and keep all existing rights, with no additional steps required related to the terminated offer.

What was the proposed exchange ratio in Zoomcar’s (ZCAR) terminated February Offer?

Under the terminated February Offer, Zoomcar had proposed to exchange each eligible common stock purchase Warrant for 20,000 shares of its common stock. With the offer withdrawn, this exchange ratio is no longer effective, and no shares are being issued on that basis.

How is Zoomcar (ZCAR) consolidating its warrant exchange process?

Zoomcar is consolidating the exchange of the February Warrants into its earlier January Offer on Schedule TO. An amendment is being filed to add these Warrants and their holders as eligible under the January Offer, and written notice of termination and consolidation is being provided to all eligible holders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB