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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): 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 [email protected] 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: 

 

[email protected]; [email protected]