STOCK TITAN

Zoomcar (OTCQB: ZCAR) pushes warrant exchange offer out to May 11

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zoomcar Holdings, Inc. has extended the expiration date of its previously announced offer to exchange certain outstanding warrants for common stock. The offer, originally set to end at 5:00 p.m. Eastern Time on April 15, 2026, will now expire at 5:00 p.m. Eastern Time on May 11, 2026, unless further extended. The company states that the extension is intended to give warrant holders more time to consider the offer and to allow for satisfaction of conditions, including stockholder approval of an increase in authorized shares of common stock. Warrants already tendered and not withdrawn remain valid, while other holders can still participate or withdraw tenders before the new expiration.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New offer expiration 5:00 p.m. Eastern Time on May 11, 2026 Extended expiration date for warrant-for-stock exchange offer
Original offer expiration 5:00 p.m. Eastern Time on April 15, 2026 Prior expiration date for the same exchange offer
Company founding year 2013 Year Zoomcar was founded as a peer-to-peer car-sharing marketplace
Offer to Exchange financial
"extending the expiration date of its previously announced offer to exchange certain outstanding warrants"
Tender Offer Statement on Schedule TO regulatory
"upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO"
A tender offer statement on Schedule TO is a formal regulatory filing that lays out the full terms, timeline, and conditions of a public offer to buy shares from existing shareholders. Think of it as a detailed invitation that explains who is buying, how much they’ll pay, how long the offer runs, and any rules or financing behind it. Investors use it to judge the fairness, likelihood and timing of a buyout and its likely effect on share value and control.
authorized shares of common stock financial
"including stockholder approval of an increase in the Company’s authorized shares of common stock"
The authorized shares of common stock are the maximum number of ordinary shares a company is legally allowed to create, as set in its charter. Think of it like the total number of seats a company is allowed to put on a bus: the company can sell or reserve some seats now and run others later, and that upper limit matters to investors because it determines how much the company can dilute existing ownership, raise cash, or grant shares for acquisitions and employee pay.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
peer-to-peer car-sharing marketplace other
"the leading peer-to-peer self-drive car-sharing marketplace in India"
false 0001854275 0001854275 2026-04-15 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): April 15, 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 7.01. Regulation FD Disclosure.

 

Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), today announced that it is extending the expiration date of its previously announced offer to exchange (the “Offer to Exchange”) eligible warrants to purchase shares of the Company’s common stock, par value $0.0001 per share, for shares of the Company’s common stock, upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO, as originally filed with the Securities and Exchange Commission on January 23, 2026, as amended and restated on April 15, 2026, which Offer to Exchange will now expire at 5:00 p.m., Eastern Time, on May 11, 2026, unless further extended by the Company.

 

A copy of the press release is furnished as Exhibit 99.1 hereto.

 

This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

1

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits 

 

Exhibit Number   Description
99.1*   Press Release, dated April 15, 2026
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

*Filed herewith.

 

2

 

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: April 15, 2026 Zoomcar Holdings, Inc.
     
  By: /s/ Shachi Singh
  Name:  Shachi Singh
  Title: Chief Legal Officer

 

3

 

Exhibit 99.1

 

Zoomcar Announces Extension of Offer to Exchange Outstanding Warrants for Common Stock

 

Bengaluru, India, April 15, 2026 (GLOBE NEWSWIRE) -- Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced that it is extending the expiration date of its previously announced offer to exchange (the “Offer to Exchange”) certain outstanding warrants for shares of the Company’s common stock.

 

The Offer to Exchange, which was previously scheduled to expire at 5:00 p.m., Eastern Time, on April 15, 2026, has been extended and will now expire at 5:00 p.m., Eastern Time, on May 11, 2026, unless further extended by the Company. The Company is extending the Offer to Exchange to provide additional time for holders to consider the Offer to Exchange and for the satisfaction of the conditions thereto, including stockholder approval of an increase in the Company’s authorized shares of common stock.

 

Warrants previously tendered and not withdrawn remain validly tendered and do not need to be re-tendered. Holders who have not yet tendered, and holders who previously withdrew their warrants, may still participate by following the procedures described in the Schedule TO and related offer materials. Tendered warrants may be withdrawn at any time prior to the expiration of the Offer to Exchange.

 

Except as described above, all terms and conditions of the Offer to Exchange remain unchanged. Holders are urged to read the Company’s Tender Offer Statement on Schedule TO, as amended, and the related offer materials filed with the Securities and Exchange Commission (the “SEC”), which contain important information regarding the Offer to Exchange. Questions and requests for assistance may be directed to the Exchange Agent, Vinyl Equity, Inc., at inquiries@vinylequity.com or 888-808-4695.

 

No Offer or Solicitation

 

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE OFFER TO EXCHANGE IS BEING MADE ONLY PURSUANT TO THE OFFER MATERIALS FILED WITH THE SEC.

 

 

 

 

About Zoomcar

 

Founded in 2013, Zoomcar (OTCQB: ZCAR) is India’s leading peer-to-peer car-sharing marketplace, connecting vehicle owners (“Hosts”) with customers (“Guests”) seeking flexible and affordable mobility solutions. Zoomcar operates an asset-light platform model and serves millions of users across India.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” “aim,” “project,” and similar expressions.

 

Forward-looking statements in this press release include, without limitation, statements regarding the Offer to Exchange, including the extension, timing, terms, and completion of the Offer to Exchange; the level of participation by holders of Eligible Warrants; the Company’s ability to satisfy the conditions to the Offer to Exchange (including obtaining stockholder approval for an increase in authorized shares of common stock); the effects of the Offer to Exchange on the Company’s capital structure; and the expected benefits of reducing the number of outstanding warrant instruments.

 

These forward-looking statements are based on management’s current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the level of participation in the Offer to Exchange; the Company’s ability to meet the conditions to the Offer to Exchange; delays in or failure to obtain required stockholder approvals; market, economic, and capital markets conditions; regulatory developments; the Company’s operating performance and liquidity; and the possibility that the Company may delay, modify, suspend, or abandon the Offer to Exchange.

 

Additional risks and uncertainties are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC.

 

Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether as a result of new information, future events, or otherwise.

 

Contact: 

 

press@zoomcar.com; investors@zoomcar.com

 

 

 

 

FAQ

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

Zoomcar Holdings announced an extension of its offer to exchange certain outstanding warrants for common stock. The warrant exchange offer will now expire at 5:00 p.m. Eastern Time on May 11, 2026, giving holders more time and allowing conditions, including stockholder approval, to be satisfied.

When does Zoomcar’s warrant-for-stock exchange offer now expire?

The warrant-for-stock exchange offer now expires at 5:00 p.m. Eastern Time on May 11, 2026. This extends the prior expiration date of April 15, 2026, and keeps all previously tendered but not withdrawn warrants valid without requiring holders to re-tender.

Why did Zoomcar (ZCAR) extend its warrant exchange offer deadline?

Zoomcar extended the warrant exchange offer deadline to provide more time for holders to consider participating and to satisfy conditions to the offer. These conditions include obtaining stockholder approval for an increase in authorized shares of common stock needed to complete the exchange.

Can Zoomcar warrant holders change their decision during the extended offer?

Yes. Warrants already tendered and not withdrawn remain valid, but holders can withdraw previously tendered warrants at any time before expiration. Holders who have not yet tendered, or who withdrew earlier, may still participate by following the procedures described in the Schedule TO and related materials.

Does the Zoomcar 8-K change the terms of the warrant exchange offer?

The filing states that, aside from extending the expiration date to May 11, 2026, all existing terms and conditions of the warrant exchange offer remain unchanged. The offer continues under the terms described in Zoomcar’s Tender Offer Statement on Schedule TO and related SEC-filed materials.

How can investors get more information about Zoomcar’s warrant exchange?

Investors are directed to Zoomcar’s Tender Offer Statement on Schedule TO and related offer materials filed with the SEC. Questions and requests for assistance about the exchange process may be sent to the exchange agent, Vinyl Equity, Inc., at its listed email address or toll-free phone number.

Filing Exhibits & Attachments

4 documents