8-K
Zoomcar Holdings, Inc. (ZCAR)
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):May 6, 2025
ZOOMCAR HOLDINGS, INC.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40964 | 99-0431609 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Anjaneya Techno Park, No.147, 1st FloorKodihalli, Bangalore, India | 560008 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
+918048821871
(Registrant’s telephone number, includingarea code)
(Former name or former address, if changed sincelast 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 |
|---|---|---|
| Common Stock, par value $0.0001 per share | ZCAR | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at a price of $11,420, subject to adjustment | ZCARW | The Nasdaq Stock Market LLC |
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 3.01. Notice of Delisting of Failure to Satisfy a ContinuedListing Rule or Standard; Transfer of Listing.
On May 6, 2025, Zoomcar Holdings, Inc. (the “Company”) received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the Company’s common stock and public warrants. Suspension of trading in the Company’s common stock will be effective at the open of trading on May 8, 2025. Following the delisting of its common stock from the Nasdaq Global Market, the Company will continue to be a reporting company under the Securities Exchange Act of 1934. The Company expects its common stock and public warrants will commence trading on the OTC Markets Group platform at the open of trading on May 8, 2025, under the symbols “ZCAR” and “ZCARW,” respectively. The Company has applied for trading on the OTCQX Best Market for its common stock and on the OTCQB Venture Market for its public warrants.
The Company has a period of 15 days from the date of the notice letter to submit a written request for a review of the Nasdaq Hearings Panel’s delisting determination by the Nasdaq Listing and Hearing Review Council. The Company does not plan to appeal the Panel’s determination and expects that a Form 25-NSE will be filed with the Securities and Exchange Commission (“SEC”), which would remove the Company’s common stock and public warrants from listing and registration on Nasdaq.
As previously reported, on November 6, 2024, the “Company received a staff delist determination letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) as a result of the Company’s failure to maintain compliance with the market value of listed securities requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). On January 9, 2025, the Company presented a compliance plan to the Panel. On January 23, 2025, the Company received a further notice from the Staff, notifying the Company that its failure to maintain compliance with the market value of publicly held shares requirement for continued listing on The Nasdaq Global Market as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (“MVPHS”) serves as an additional basis for delisting the Company’s securities from Nasdaq. Shortly thereafter, the Company submitted to the Panel its plan of compliance with respect to the MVPHS deficiency.
On February 10, 2025, the Company received a letter from the Panel (the “Panel Decision Letter”) stating that, based on the information presented, the Panel has determined to grant the Company’s request for continued listing on Nasdaq, subject to the Company satisfying certain conditions, including transferring its listing to The Nasdaq Capital Market and demonstrating compliance with Nasdaq Listing Rule 5550(b)(1), which requires a stockholders’ equity of at least $2.5 million for continued listing on The Nasdaq Capital Market (the “Equity Rule”), on or before March 31, 2025.
Upon presentation of an update to the Panel on March 28, 2025, the Panel granted the Company’s request to extend the period of time in which to satisfy the Equity Rule for continued listing to May 5, 2025, and to remain listed on Nasdaq until that date, subject to certain conditions. These conditions included that the Company provide a written update on the status of its plans to obtain financing and strengthen its balance sheet, as well as provide prompt notification of any significant events that may occur during the period of extension that may affect the Company’s compliance with Nasdaq requirements.
Item 8.01. Other Events.
On May 8, 2025, the Company issued a press release announcing the receipt of the notice of delisting from Nasdaq and commencement of quotation on the OTC Markets Group platform.
A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 FinancialStatements and Exhibits.
(c) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release date May 8, 2025. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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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: May 8, 2025 | Zoomcar Holdings, Inc. | |
|---|---|---|
| By: | /s/ Shachi Singh | |
| Name: | Shachi Singh | |
| Title: | Chief Legal Officer |
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Exhibit 99.1
Zoomcar Announces Trading on OTCQX Best Market
Bangalore, India, May 08, 2025 (GLOBE NEWSWIRE)-- Zoomcar Holdings, Inc. (“Zoomcar” or the “Company”) (OTCQX: ZCAR), a leading marketplace for self-drive car sharing in India, announced that its common shares and warrants are transitioning from the Nasdaq Global Markets to trading on the OTCQX Best Market and the OTCQB Venture Market, respectively, under the ticker symbols of “ZCAR” and “ZCARW”, respectively. The OTCQX Market represents the highest market of OTC Markets Group’s offerings and is designed for established, investor-focused U.S. and international companies. Trading on OTCQX enables Zoomcar to provide the greatest transparency, increased visibility, and accessibility to investors available in the OTC Markets.
Zoomcar’s transition to the OTCQX Market is expected to ensure continuity in trading of its common stock while supporting its mission of empowering hosts and providing affordable, flexible transportation solutions to guests.
US investors can find current financial disclosure and real time Level 2 quotes for the company on www.otcmarkets.com.
Zoomcar will aim to list later this year on a national exchange in the U.S.
About Zoomcar:
Founded in 2013 and headquartered in Bengaluru, India, Zoomcar is a leading marketplace for self-drive car sharing focused in India. The Zoomcar community connects Hosts with Guests, who choose from a selection of cars for use at affordable prices, promoting sustainable, smart transportation solutions in India.
Forward Looking Statements
This press release contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. These forward-looking statements within the meaning under applicable law, can be identified by the use terms such as “may,” “will,” “aim,” “empower,” “estimate,” “intend,” “indicate,” “continue,” “promote,” “believe,” “boosting”, “elevate,” or “enhance,” or the negatives thereof, as well as other variations or comparable terminology. We ask that you read statements that contain these terms carefully because we believe this information is important for our investors and customers. Any forward-looking statement in this press release refers solely to what is accurate as of the day it is issued or based on assumptions that Zoomcar believes to be reasonable. The actual results and outcomes may materially differ due to various factors or events beyond our control which we may not be foreseeable at all times. We cannot guarantee or assure any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this press release can or will be achieved. We undertake no obligation to alter or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as required by law.
Press Contact:
Press@zoomcar.com
Investor Relations Contact:
Investors@zoomcar.com