ZCAR 8-K
Zoomcar Holdings, Inc. (ZCAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on January 23, 2026, Zoomcar Holdings, Inc. (the “Company”) commenced an offer (the “Offer to Exchange”) to holders of certain of the Company’s outstanding privately issued warrants, consisting of Common Warrants, 2026 Common Warrants, Series A Warrants, Series B Warrants, Pre-Funded Warrants, Bridge Placement Agent Warrants, Placement Agent Warrants, and Series A Placement Agent Warrants, as more accurately described in the Offer to Exchange documents (collectively, the “Existing Warrants”), to exchange such Existing Warrants for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The Offer to Exchange expired at 5:00 p.m., Eastern Time, on August 14, 2026 (the “Expiration Date”). Based on the certification of Vinyl Equity, Inc., the exchange agent for the Offer to Exchange, as set forth in the Exchange Agent Certificate of Warrants Tendered dated August 18, 2026, an aggregate of 832 letters of transmittal representing 6,029,194 Existing Warrants were validly tendered and not withdrawn as of the Expiration Date and were accepted by the Company for exchange.
In exchange for the Existing Warrants accepted for exchange, the Company will issue an aggregate of 317,683,180 shares of Common Stock in accordance with the exchange ratios set forth in the Offer to Exchange. No cash consideration was paid or received by the Company in connection with the exchange. As a condition to receiving shares of Common Stock in the Offer to Exchange, each tendering holder was required to execute and deliver a lock-up agreement in favor of the Company, restricting transfer of 50% of the shares received until the date that is twelve (12) months after the Expiration Date, and the remaining 50% of such shares until the date that is eighteen (18) months after the Expiration Date, in each case subject to customary exceptions. The Company did not engage a placement agent or other solicitation agent in connection with the Offer to Exchange, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting tenders. All Existing Warrants accepted for exchange will be retired and canceled upon issuance of the corresponding shares.
The shares of Common Stock issuable in the Offer to Exchange have not been registered under the Securities Act and will be issued as “restricted securities” bearing a Securities Act restricted legend and a lock-up legend. The Company relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act, as the exchange was made exclusively with the Company’s existing security holders and no commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchange.
Item 7.01 Regulation FD Disclosure.
On August 31, 2026, the Company issued a press release announcing completion of the Offer to Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
The information set forth under Item 3.02 of this Current Report regarding the Offer to Exchange is incorporated herein by reference. On or about the date hereof, the Company is filing Amendment No. 10 to its Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, as the final amendment reporting the results of the Offer to Exchange described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 31, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 31, 2026
| ZOOMCAR HOLDINGS, INC. | ||
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 99.1
Zoomcar Announces Completion of Warrant Exchange Offer
Approximately 6.03 million Existing Warrants exchanged for approximately 317.7 million shares of Common Stock
Bengaluru, India, August 31, 2026 /PRNewswire/ — Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the completion of its previously announced offer to exchange certain outstanding warrants for shares of its common stock, par value $0.0001 per share (“Common Stock”) (the “Offer to Exchange”).
The Offer to Exchange, which commenced on January 23, 2026, expired at 5:00 p.m., Eastern Time, on August 14, 2026 (the “Expiration Date”). Based on the certification of Vinyl Equity, Inc., the exchange agent for the Offer to Exchange, an aggregate of 832 letters of transmittal representing 6,029,194 Existing Warrants were validly tendered and not withdrawn as of the Expiration Date, representing approximately 63% of the Existing Warrants outstanding immediately prior to expiration. The Company accepted all such warrants for exchange and will issue an aggregate of 317,683,180 shares of Common Stock in accordance with the exchange ratios described in the Offer to Exchange.
Results by Warrant Class
| Class of Warrant | Number Tendered and Accepted | Shares of Common Stock Issuable | ||||||
| Common Warrants & 2026 Common Warrants | 12,876 | 257,520,000 | ||||||
| Series A Warrants | 1,000,417 | 10,004,170 | ||||||
| Series B Warrants | 198,326 | 1,983,260 | ||||||
| Pre-Funded Warrants | 4,651,938 | 46,519,380 | ||||||
| Bridge Placement Agent Warrants | 5,297 | 52,970 | ||||||
| Placement Agent Warrants (1) | 160,340 | 1,603,400 | ||||||
| Total | 6,029,194 | 317,683,180 | ||||||
| (1) | Includes the entire outstanding amount of (i) 53,447 Placement Agent Common Stock Purchase Warrants issued to the placement agent in connection with the Company’s private placement dated November 5, 2024 (the “Placement Agent Warrants”) and (ii) 106,893 Series A Placement Agent Warrants issued to the placement agent in connection with the same private placement (the “Series A Placement Agent Warrants”). |
Existing Warrants not tendered in the Offer to Exchange remain outstanding in accordance with their original terms. All Existing Warrants accepted for exchange will be retired and canceled upon issuance of the corresponding shares. As of the date of this press release, no shares of Common Stock have been issued pursuant to the Offer to Exchange. As a condition to receiving shares of Common Stock in the Offer to Exchange, each participating holder executed a lock-up agreement in favor of the Company restricting transfer of the shares received for a period of twelve to eighteen months following the Expiration Date, as described in the Offer to Exchange.
Securities Act Status
This press release is for informational purposes only. The Offer to Exchange has expired. The shares of Common Stock issuable in the Offer to Exchange have not been registered under the Securities Act of 1933, as amended, and will be issued as restricted securities in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
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, including statements regarding the effects of the completed Offer to Exchange on the Company's capital structure, warrant overhang, and financing and capital markets objectives. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risks described in the Company's filings with the SEC. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.