Zoomcar Holdings, Inc SC TO-I, filed Feb 27, 2026
Zoomcar Holdings, Inc. (ZCAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ZOOMCAR HOLDINGS, INC.
(Name of Subject Company and Filing Person (Issuer))
| Common Stock Purchase Warrants | N/A | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
Deepankar Tiwari
Anjaneya Techno Park, No.147, 1st
Floor
Kodihalli, Bangalore, India 560008
+91 8048821871
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Morris C. Zarif, Esq.
Zarif Law Group P.C.
808 Springwood Avenue, Suite 110
Asbury Park, NJ 07711
(732) 755-0146
| ☐ | Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. | |
| ☒ | issuer tender offer subject to Rule 13e-4. | |
| ☐ | going-private transaction subject to Rule 13e-3. | |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”). This Schedule TO relates to the offer by the Company to eligible holders of the Warrants (as defined below) to exchange such Warrants for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Company’s offer to exchange, dated as of the date hereof, as it may be amended or supplemented from time to time (the “Offer to Exchange”), and the related letter of transmittal, accredited investor verification, notice of withdrawal and other offer materials (together with the Offer to Exchange, as amended or supplemented from time to time, the “Offer Materials”), each of which is filed as an exhibit to this Schedule TO.
For purposes of this Schedule TO, “Warrants” means the Company’s common stock purchase warrants issued and outstanding as of February 26, 2026 (the “Record Date”) pursuant to that certain securities purchase agreement, dated February 25, 2026, by and between the Company and the purchasers party thereto (the “Purchase Agreement”), in the private placement (the “Private Placement”) conducted in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Act”). Only holders of record of Warrants as of the Record Date that are verified accredited investors are eligible to participate in the Offer to Exchange.
Under the Offer to Exchange, subject to the terms and conditions described in the Offer Materials, the Company is offering to holders that are verified accredited investors for each one (1) Warrant tendered and accepted for exchange, 20,000 shares of Common Stock (the “Exchange Ratio”).
Participants whose Warrants are tendered and accepted for exchange will be required, as a condition to receiving shares of Common Stock in the Offer to Exchange, to execute and deliver a lock-up agreement in favor of the Company (the “Lock-Up Agreement”) pursuant to which 50% of the shares of Common Stock issued to such participant will be subject to transfer restrictions until the date that is twelve (12) months after the Expiration Date (as it may be extended) and the remaining 50% will be subject to transfer restrictions until the date that is eighteen (18) months after the Expiration Date (as it may be extended), in each case subject to customary exceptions set forth in the Lock-Up Agreement. In addition, the shares issued in the Offer to Exchange will be issued as “restricted securities” in reliance on an exemption from registration under the Securities Act, will bear an appropriate restrictive legend, and the Company will provide stop-transfer instructions to its transfer agent to enforce such restrictions.
The Company intends to issue the shares of Common Stock offered in the Offer to Exchange in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder, and the Company is not filing a registration statement on Form S-4 or otherwise registering the issuance of such shares in connection with the Offer to Exchange.
Participation in the Offer to Exchange is limited to holders of record of Warrants that are verified accredited investors, and each participating holder will be required to complete and deliver such investor representations and verification documentation as the Company may reasonably require to establish the availability of the exemption. The Offer to Exchange is conditioned upon, among other things, the adoption by the Company’s stockholders of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase”) and the filing and effectiveness of such amendment with the Secretary of State of the State of Delaware. The Company expects to seek such stockholder approval in connection with the Company’s annual meeting of stockholders and related proxy solicitation.
This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information set forth in the Offer Materials is incorporated by reference in response to Items 1 through 13 of this Schedule TO, except to the extent that information is specifically provided herein.
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Item 1. Summary Term Sheet.
The information set forth under the heading “Summary” in the Offer to Exchange is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the subject company and the filing person is Zoomcar Holdings, Inc., a Delaware corporation. Its principal executive offices are located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008. The Company’s telephone number is +91 8048821871.
(b) Securities. The subject securities of this Offer to Exchange are the Warrants. There is no trading market for the Warrants. The Warrants were issued in a private placement in reliance on Rule 506(c) and are not deposited with The Depository Trust Company.
As of the Record Date, there were 939 Warrants issued and outstanding and eligible to participate in the Offer to Exchange. Assuming all eligible Warrants are tendered and accepted for exchange, the Company would issue an aggregate of up to 18,780,000 shares of Common Stock (based on the Exchange Ratio), subject to the Company having a sufficient number of authorized and unissued shares of Common Stock available for issuance.
(c) Trading Market and Price. The Common Stock is quoted/traded on the OTCQB under the symbol “ZCAR” The information set forth in the Offer to Exchange under “Price Range of Common Stock” is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The Company is the subject company and the filing person. The address and telephone number of the Company are set forth under Item 2(a) above.
The names of the executive officers and directors of the Company who are persons specified in Instruction C to Schedule TO are set forth below. The business address for each such person is: Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 and the business telephone number for each such person is +91 8048821871 .
| Name | Position | |
| Uri Levine | Director | |
| Mohan Ananda | Director | |
| Evelyn D’An | Director | |
| Swatick Majumdar | Director | |
| John Clarke | Director | |
| Deepankar Tiwari | Chief Executive Officer | |
| Sachin Gupta | Chief Financial Officer | |
| Shachi Singh | Chief Legal Officer & General Counsel |
Item 4. Terms of the Transaction.
(a) Material Terms. As a condition to the issuance of shares of Common Stock in the Offer to Exchange, each eligible holder whose Warrants are tendered and accepted for exchange will be required (i) to execute and deliver the Lock-Up Agreement and (ii) to represent and certify that it is a verified accredited investor (as defined in Rule 501 of Regulation D) and to provide such documentation as the Company may reasonably request to evidence verification for purposes of Rule 506(c). The Company expects that shares issued in the Offer to Exchange will bear an appropriate restrictive legend reflecting (A) the Securities Act restrictions applicable to securities issued in reliance on Rule 506(c) and (B) the Lock-Up Agreement, and the Company will provide stop-transfer instructions to its transfer agent to enforce such restrictions.
The Offer to Exchange will commence on February 27, 2026 and will expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company (the “Expiration Date”). Eligible holders may withdraw tendered Existing Warrants at any time prior to the Expiration Date, and as otherwise permitted under applicable law, as described in the Offer Materials. The Offer to Exchange is subject to the satisfaction (or, where applicable, waiver) of the conditions described in the Offer Materials, including the Authorized Share Increase. The Company will not accept for exchange, or issue any shares of Common Stock in exchange for, any Existing Warrants tendered pursuant to the Offer to Exchange unless and until the Authorized Share Increase has been approved by the Company’s stockholders and has become effective.
The Company reserves the right, subject to applicable law, to extend the Offer to Exchange, to amend the terms of the Offer to Exchange, or to terminate the Offer to Exchange, as described in the Offer Materials.
(b) Purchases. The information set forth in the Offer to Exchange under the section titled “Interests of Directors and Executive Officers” is incorporated herein by reference.
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Item 5. Past Contracts, Transactions, Negotiations and Arrangements.
(a) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under the section titled “Transactions and Agreements Concerning the Company’s Securities” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the Offer to Exchange under the section titled “Background and Purpose of the Offer” is incorporated herein by reference.
(b) Use of Securities Acquired. To the extent the Company acquires Warrants in the Offer to Exchange, the Company expects to cancel and retire such Warrants.
(c) Plans. Except as described in the Offer Materials, including the Private Placement and the Offer to Exchange, neither the Company nor, to the Company’s knowledge, any of its directors or executive officers has any plans, proposals, or negotiations that relate to or would result in any of the transactions described in Items 1006(c)(1)-(10) of Regulation M-A. The Offer to Exchange is not conditioned on the consummation of the Private Placement, and the Private Placement is not conditioned on the consummation of the Offer to Exchange.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. No funds will be paid by the Company to holders tendering Warrants in connection with the Offer to Exchange. The consideration for the Offer to Exchange consists solely of shares of Common Stock. The shares of Common Stock issued as consideration in the Offer to Exchange will be issued in reliance on Section 4(a)(2) and Rule 506(c) of Regulation D and will be restricted securities. The Company will use cash on hand to pay the fees and expenses incurred in connection with the Offer to Exchange.
(b) Conditions. Not applicable because there is no financing condition.
(c) Borrowed Funds. Not applicable because no funds are being borrowed for the Offer to Exchange.
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the Offer to Exchange under the section titled “Interests of Directors and Executive Officers” is incorporated herein by reference.
(b) Securities Transactions. Except as disclosed in the Offer Materials, neither the Company nor, to the Company’s knowledge, any of its directors, executive officers, or affiliates has engaged in any transactions in the Warrants during the past sixty (60) days.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. The Company has not retained any dealer manager or solicitation agent for the Offer to Exchange. The Company may retain an information agent and/or exchange agent to assist with the administration of the Offer to Exchange, as described in the Offer Materials. The Company’s directors and executive officers are not making any recommendation as to whether holders should tender Existing Warrants.
Item 10. Financial Statements.
(a) Financial Information. Below is a summary of our consolidated financial information. The following summary should be read in conjunction with our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025, as well as our most recently filed unaudited interim financial statements included in our Quarterly Report on Form 10-Q filed with the SEC on February 17, 2026, for the quarter ended December 31, 2025, each of which is incorporated herein by reference. The condensed balance sheet data as of December 31, 2025 and March 31, 2025 and the consolidated statements of operations data for the three and nine months ended December 31, 2025 and 2024 were derived from our unaudited interim financial statements included in such Quarterly Report on Form 10-Q. Our interim results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative of the results to be expected in any future period.
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Zoomcar Holdings, Inc. Summary Financial Data
Condensed Balance Sheet Data (Unaudited)
(in USD)
| As at | December 31, 2025 (Unaudited) | March 31, 2025 | ||||||
| Assets | ||||||||
| Current assets : | ||||||||
| Cash and cash equivalents (Refer Note 27- VIE) | $ | 208,175 | $ | 1,077,275 | ||||
| Accounts receivable, net of allowance for credit losses | 52,331 | 200,650 | ||||||
| Assets held for sale | 230,596 | 267,293 | ||||||
| Prepaid expenses | 140,629 | 1,020,170 | ||||||
| Balances with government authorities | - | 187,458 | ||||||
| Other current assets (Refer Note 27- VIE) | 278,187 | 261,200 | ||||||
| Total current assets | $ | 909,918 | $ | 3,014,046 | ||||
| Other non-current assets, net of allowance for credit losses | $ | 607,318 | 705,767 | |||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities : | ||||||||
| Accounts payable (Refer Note 27- VIE) | $ | 14,806,739 | $ | 12,396,147 | ||||
| Accounts payable towards related parties | 152,435 | 152,435 | ||||||
| Current maturities of long-term debt | 2,260,895 | 2,851,341 | ||||||
| Current portion of operating lease liabilities | 310,865 | 316,756 | ||||||
| Finance lease liabilities | 1,992,064 | 3,966,962 | ||||||
| Contract liabilities | 808,048 | 471,720 | ||||||
| Current portion of pension and other employee obligations (Refer Note 27- VIE) | 168,740 | 152,872 | ||||||
| Unsecured notes | 697,566 | - | ||||||
| Convertible Redeemable note | 392,900 | - | ||||||
| Unsecured convertible note | 6,408,971 | 6,002,269 | ||||||
| Other current liabilities (Refer Note 27- VIE) | 1,188,175 | 3,199,649 | ||||||
| Total current liabilities | $ | 29,187,398 | $ | 29,510,151 | ||||
| Operating lease liabilities, less current portion | 609,617 | 801,981 | ||||||
| Pension and other employee obligations, less current portion | 406,423 | 394,030 | ||||||
| Total liabilities | $ | 30,203,438 | $ | 30,706,162 | ||||
| Commitments and contingencies (Note 29) | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock, $0.0001 par value per share, 250,000,000 shares authorized as of September 30, 2025 and March 31, 2025; 6,902,727 shares and 2,462,418 shares issued and outstanding as of September 30, 2025 and March 31, 2025 respectively | 715 | 246 | ||||||
| Additional paid-in capital | 309,941,644 | 305,693,199 | ||||||
| Accumulated deficit | (338,894,739 | ) | (333,173,805 | ) | ||||
| Accumulated other comprehensive income | 1,523,667 | 2,131,522 | ||||||
| Total stockholders’ deficit | $ | (27,428,713 | ) | $ | (25,348,838 | ) | ||
| Total liabilities and stockholders’ deficit | $ | 2,774,725 | $ | 5,357,324 | ||||
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Consolidated Statements of Operation Data
(Unaudited)
| Three months ended December 31, |
Nine months ended December 31, |
Year ended March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Revenues from services | $ | 2,365,059 | $ | 2,448,571 | $ | 6,946,494 | $ | 6,894,511 | $ | 9,024,576 | $ | 9,836,434 | ||||||||||||
| Other revenues | - | 797 | 18,428 | 42,739 | 81,315 | 60,799 | ||||||||||||||||||
| Total revenue | $ | 2,365,059 | $ | 2,449,368 | $ | 6,964,922 | $ | 6,937,250 | $ | 9,105,891 | $ | 9,897,233 | ||||||||||||
| Three months ended December 31, | Nine months ended December 31, | Year ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss | $ | (721,472 | ) | $ | (7,922,063 | ) | $ | (5,720,934 | ) | $ | (13,805,617 | ) | $ | (25,622,303 | ) | $ | (34,277,252 | ) | ||||||
| Net loss per share * | ||||||||||||||||||||||||
| Basic | $ | (0.06 | ) | $ | (71.26 | ) | $ | (0.53 | ) | $ | (196.31 | ) | $ | (51.84 | ) | $ | (3,839.73 | ) | ||||||
| Diluted | $ | (0.06 | ) | $ | (71.26 | ) | $ | (0.53 | ) | $ | (196.31 | ) | $ | (51.84 | ) | $ | (3,839.73 | ) | ||||||
| Weighted average shares used in computing loss per share: * | ||||||||||||||||||||||||
| Basic | 12,237,383 | 111,175 | 10,809,458 | 70,326 | 494,276 | 8,927 | ||||||||||||||||||
| Diluted | 12,237,383 | 111,175 | 10,809,458 | 70,326 | 494,276 | 8,927 | ||||||||||||||||||
| * | Prior period numbers have been adjusted to reflect the First Reverse Stock Split and the Second Reverse Stock Split of the Common Stock at a ratio of 1-for-100 and 1-for-20, respectively. |
Our book value as of December 31, 2025, was approximately $ 27.43 million or approximately $(3.84) per share. Book value per share represents our total assets less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025.
Our tangible book value as of December 31, 2025, was approximately $27.43 million or approximately $(3.84) per share. Tangible book value per share represents our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) Except as set forth in the Offer Materials, there are no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers, directors or affiliates relating, directly or indirectly, to the Offer to Exchange.
(2) In addition to the requirements of applicable U.S. federal and state securities laws and the rules and regulations of the SEC, the Company expects to seek stockholder approval of the Authorized Share Increase at the annual meeting of stockholders to be held on or prior to the Expiration Date. The Company expects to file with the SEC a preliminary proxy statement and a definitive proxy statement in connection with such meeting. The Offer to Exchange will not be consummated unless and until the Authorized Share Increase has been approved and has become effective.
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(3) Not applicable.
(4) Not applicable.
(5) None.
(b) Other Material Information. The information set forth in the Offer Materials is incorporated herein by reference.
Item 12. Exhibits.
The following exhibits are filed as a part of this Schedule TO:
Item 13. Information Required by Schedule 13e-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ZOOMCAR HOLDINGS, INC. | ||
| Date: February 27, 2026 | ||
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer | |
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Exhibit 99(a)(1)(A)
OFFER TO EXCHANGE COMMON STOCK
FOR CERTAIN OUTSTANDING WARRANTS OF
ZOOMCAR HOLDINGS, INC.
FEBRUARY 27, 2026
THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW WARRANTS THAT YOU TENDER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 31, 2026, UNLESS THE OFFER PERIOD IS EXTENDED. THE COMPANY MAY EXTEND THE OFFER PERIOD AT ANY TIME.
THE OFFER IS BEING MADE SOLELY UNDER THIS OFFER TO EXCHANGE AND THE RELATED LETTERS OF TRANSMITTAL AND CONSENT TO ALL HOLDERS OF THE WARRANTS DESCRIBED HEREIN. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF WARRANTS RESIDING IN ANY U.S. STATE IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH U.S. STATE.
Zoomcar Holdings, Inc., a Delaware corporation ( as “we”, “us”, “our”, “Zoomcar” or the “Company”) is making an offer, upon the terms and conditions in this Offer to Exchange and the related Letters of Transmittal and Consent applicable to Warrants (which together constitute the “Offer”), to holders of certain of the Company’s outstanding privately issued warrants to receive shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” or “Shares”), in exchange for such warrants.
The warrants subject to our Offer to Exchange consist of Company’s common stock purchase warrants issued and outstanding as of February 25, 2026 (the “Record Date”) pursuant to that certain securities purchase agreement, dated February 25, 2026, by and between the Company and the purchasers party thereto, in the private placement conducted in reliance on Rule 506(c) of Regulation D under the Securities Act ) (the “Warrants”). Only holders of record of Warrants as of the Record Date that are verified accredited investors are eligible to participate in the Offer to Exchange.
Under this Offer to Exchange, Warrant holders that are verified accredited investors will be entitled to receive 20,000 shares of Common Stock for each one (1) Warrant exchanged (the “Exchange Ratio”).
As of February 26, 2026, the Company estimates that there are outstanding approximately 939 Warrants. If all Warrants are tendered and accepted for exchange, the Company would issue an aggregate of up to approximately 18,780,000, Shares of Common Stock (subject to adjustment for transfers, cancellations and other changes in holdings and subject to the conditions of the Offer).
Our Shares are listed on the OTCQB under the symbol “ZCAR”. On February 24, 2026, the last reported sales price for the Shares was $0.075 per share.
No scrip or fractional shares will be issued. Warrants may only be exchanged for whole Shares. Because the Exchange Ratio is expressed as whole Shares per Warrant, fractional shares are not expected; however, if any fractional Shares would otherwise be issuable, holders who would otherwise have been entitled to receive fractional Shares will, after aggregating all such fractional Shares of such holder, receive the number of Shares as rounded down to the nearest whole Share, as described in this Offer to Exchange.
THIS OFFER IS INTENDED TO BE MADE PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(A)(2) AND RULE 506(c) OF REGULATION D PROMULGATED THEREUNDER, OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE COMPANY IS NOT FILING A REGISTRATION STATEMENT IN CONNECTION WITH THE OFFER. THE SHARES ISSUED IN THE OFFER ARE EXPECTED TO BE ISSUED AS “RESTRICTED SECURITIES” AND WILL BEAR AN APPROPRIATE LEGEND.
Participants whose Warrants are tendered and accepted will also be required to execute and deliver a lock-up agreement in favor of the Company as a condition to receiving Shares in the Offer, which will restrict transfers of the Shares received in the Offer as described herein.
THIS OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE ADOPTION BY THE COMPANY’S STOCKHOLDERS OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK (THE “AUTHORIZED SHARE INCREASE”) AND THE FILING AND EFFECTIVENESS OF SUCH AMENDMENT WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE. THE COMPANY WILL NOT ACCEPT FOR EXCHANGE, OR ISSUE ANY SHARES IN EXCHANGE FOR, ANY WARRANTS UNLESS AND UNTIL THE AUTHORIZED SHARE INCREASE HAS BEEN APPROVED AND HAS BECOME EFFECTIVE.
If you elect to tender Warrants in response to the Offer, please follow the instructions in this Offer to Exchange and the related documents, including the applicable Letter of Transmittal and Consent.
If you tender the Warrants, you may withdraw your tendered Warrants before the Expiration Date and retain them on their terms by following the instructions herein.
Investing in the Shares involves a high degree of risk. See the “Risk Factors” section of this Offer to Exchange for a discussion of information that you should consider before tendering Warrants in the Offer.
A detailed discussion of our Offer to Exchange Common Stock for the Warrants is contained in this Offer to Exchange. Warrant holders are strongly encouraged to read this entire package of materials, and the publicly filed information about the Company referenced herein, before deciding regarding the Offer.
THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES (EACH AS DEFINED BELOW) MAKES ANY RECOMMENDATION WHETHER YOU SHOULD EXCHANGE YOUR WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS WARRANTS.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER OR NOT YOU SHOULD PARTICIPATE IN THE OFFER TO EXCHANGE. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS DOCUMENT.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission, bureau or authority has approved or disapproved of this transaction or passed upon the fairness or merits of this transaction or the accuracy or adequacy of the information contained in this Offer to Exchange. Any representation to the contrary is a criminal offense.
IMPORTANT PROCEDURES
If you want to tender Warrants, you must:
| ● | complete and sign the Letter of Transmittal and Consent applicable to the Warrants you are tendering according to its instructions, and deliver the Letter of Transmittal and Consent, an Accredited Investor Verification letter, and any other documents required by the applicable Letter of Transmittal and Consent, to the Exchange Agent. |
| ● | if you want to tender your Warrants, but your other required documents cannot be delivered to the Exchange Agent before the Expiration Date of the Offer, then you can still tender your Warrants if you comply with the procedures described in Section 2. |
TO TENDER YOUR WARRANTS, YOU MUST CAREFULLY FOLLOW THE PROCEDURES DESCRIBED IN THIS OFFER TO EXCHANGE, THE LETTER OF TRANSMITTAL AND CONSENT APPLICABLE TO YOUR WARRANTS AND THE OTHER DOCUMENTS DISCUSSED HEREIN RELATED TO THE OFFER. NO SCRIP OR FRACTIONAL SHARES WILL BE ISSUED. WARRANTS MAY ONLY BE EXCHANGED FOR WHOLE SHARES.
If you have any questions or need assistance, you should contact the Exchange Agent or the Company. You may request additional copies of this Offer to Exchange and the applicable Letters of Transmittal and Consent from the Company. The Exchange Agent may be reached at:
Vinyl Equity, Inc.
912 Cherry Street
Winnetka, IL
Email: inquiries@vinylequity.com
Phone: 888-808-4695
The address of the Company is:
Zoomcar Holdings, Inc.
Anjaneya Techno Park, No.147, 1st Floor,
Kodihalli, Bangalore, India 560008
Attn: Chief Legal Officer & General Counsel
Email: investors@zoomcar.com
Phone: +91 8048821871
TABLE OF CONTENTS
| SUMMARY | 1 | |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 2 | |
| RISK FACTORS | 5 | |
| THE OFFER | 7 | |
| 1. | GENERAL TERMS | 7 |
| 2. | PROCEDURE FOR TENDERING WARRANTS | 9 |
| 3. | BACKGROUND AND PURPOSE OF THE OFFER | 12 |
| 4. | PRICE RANGE OF SHARES | 14 |
| 5. | SOURCE AND AMOUNT OF FUNDS | 14 |
| 6. | FEES AND EXPENSES | 14 |
| 7. | TRANSACTIONS AND AGREEMENTS CONCERNING THE WARRANTS | 15 |
| 8. | FINANCIAL INFORMATION REGARDING THE COMPANY | 15 |
| 9. | EXTENSIONS; AMENDMENTS; CONDITIONS; TERMINATION; PLANS | 15 |
| 10. | MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES | 16 |
| 11. | ADDITIONAL INFORMATION; MISCELLANEOUS | 18 |
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SUMMARY
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offer to Exchange. An investment in our Shares involves risks. You should carefully consider the information provided under the heading “Risk Factors.”
A. The Company - Zoomcar Holdings, Inc., a Delaware corporation. Our principal executive offices are located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008.
B. The Warrants - As of February 26, 2026, the Company has outstanding the Warrants described above. Only the Warrants are eligible to be tendered for exchange in this Offer. By their terms, the Warrants will expire on the date that the Warrants are exercised in full.
C. Market Price of the Shares - Our Shares are listed on the OTCQB under the symbol “ZCAR”. On February 24, 2026, the last reported closing sales price for the Shares was $0.075 per share.
D. The Offer - After the closing of the Offer, holders who have tendered Warrants will be entitled to receive Shares of Common Stock in accordance with the Exchange Ratio. The Exchange Ratio was selected by the Company in order to provide holders of Warrants with an incentive to exchange such Warrants. The “Offer Period” is the period commencing on February 27, 2026, and ending at 5:00 p.m., Eastern Time, on March 31, 2026, or such later date to which the Company may extend the Offer (the “Expiration Date”).
E. Reasons for the Offer - The purpose of the Offer is to (i) reduce the aggregate number of warrants outstanding and the dilutive “overhang” associated with the Warrants, (ii) simplify the Company’s capital structure, and (iii) support the Company’s financing and capital markets objectives, including by facilitating the Authorized Share Increase and related corporate actions. See Section 3.C., “Background and Purpose of the Offer—Purpose of the Offer.”
F. Expiration Date of Offer - The Expiration Date is 5:00 p.m., Eastern Time, on March 31, 2026, or such date to which we may extend the Offer. All Warrants and related paperwork must be received by the Exchange Agent by this time, as instructed herein. See Section 9, “Extensions; Amendments; Conditions; Termination; Plans.”
G. Lock-Up Requirement — As a condition to receiving Shares in the Offer, each participating holder will be required to execute and deliver a lock-up agreement pursuant to which 50% of the Shares received in the Offer will be subject to transfer restrictions until the date that is twelve (12) months after the Expiration Date (as it may be extended) and the remaining 50% of such Shares will be subject to transfer restrictions until the date that is eighteen (18) months after the Expiration Date (as it may be extended), subject to customary exceptions.
H. Withdrawal Rights - If you tender your Warrants and change your mind, you may withdraw your tendered Warrants at any time until the Expiration Date, as described in greater detail in Section 2 herein. See Section 2.B., “Withdrawal Rights.”
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I. Conditions of the Offer - The Offer is subject to conditions, including that the Authorized Share Increase must be approved and effective, and that no action or event shall have occurred, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered or enforced applicable to the Offer or the exchange of Warrants for Shares under the Offer that challenges the making of the Offer or would reasonably be expected to prohibit, prevent, restrict or delay consummation of, or would reasonably be expected to otherwise adversely affect in any material manner, the Offer. See Section 9.F., “Conditions of the Offer.”
J. Termination - We may terminate the Offer if the Conditions of the Offer are not satisfied prior to the Expiration Date. See Section 9, “Extensions; Amendments; Conditions; Termination.”
K. Fractional Shares - No scrip or fractional shares will be issued. Warrants may only be exchanged for whole Shares. Holders who would otherwise have been entitled to receive fractional Shares will, after aggregating all such fractional Shares of such holder, receive the number of Shares as rounded down to the nearest whole Share. See Section 1, “General Terms.”
L. Board of Directors’ Recommendation - Our Board of Directors has approved the Offer. However, none of the Company, its directors, officers or employees makes any recommendation as to whether to tender Warrants. You must make your own decision as to whether to tender some or all of your Warrants. See Section 1.C., “General Terms—Board Approval of the Offer; No Recommendation; Holder’s Own Decision.”
M. Solicitation Agent - The Company has not retained a solicitation agent for the exchange offer, and no commission or other remuneration will be paid directly or indirectly for soliciting tenders.
N. How to Tender Warrants - To tender your Warrants, you must complete the actions described herein under Section 2 before the Offer expires. You may also contact the Exchange Agent or your broker for assistance. See Section 2, “Procedure for Tendering Warrants.”
O. Certain Material U.S. Federal Tax Consequences - Holders are urged to consult their personal tax advisors concerning the tax consequences of an exchange pursuant to the Offer based on their particular circumstances. For a general discussion of certain tax considerations, see Section 10, “Material U.S. Federal Income Tax Consequences.”
P. Further Information - Please direct questions or requests for assistance, or for additional copies of this Offer to Exchange, Letters of Transmittal and Consent or other materials, to the Exchange Agent or the Company at the contact information set forth under “Important Procedures” above and in Section 11, “Additional Information; Miscellaneous.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Offer to Exchange and the other documents that constitute the offer materials (collectively, the “Offer Materials”) may contain certain statements that may constitute forward-looking statements. This includes, without limitation, statements regarding expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company and the future held by our management team, as well as statements regarding the Offer, including the expected timing, terms, mechanics, conditions, and completion of the Offer, the satisfaction of the conditions to the Offer (including the Authorized Share Increase), the expected number of Warrants tendered, the expected number of shares of Common Stock to be issued in the Offer, the expected impact of the Offer on our capital structure, the expected effect of the Offer on the “warrant overhang” and potential dilution, our plans to register shares (if any) in the future, and other statements that are not statements of historical fact. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.
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Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in these Offer Materials, forward-looking statements may be identified by the use of words such as “estimate,” “continue,” “could,” “may,” “might,” “possible,” “predict,” “should,” “would,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to,” “aim,” “potential,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
We caution readers that these forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and many of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements contained in these Offer Materials:
| ● | our ability to satisfy the conditions to the Offer, including obtaining stockholder approval of the Authorized Share Increase and the filing and effectiveness of the related certificate of amendment with the Secretary of State of the State of Delaware; |
| ● | the risk that the Offer is not completed, is delayed, is extended, is amended, or is terminated, including due to failure to satisfy any condition to the Offer, applicable legal or regulatory considerations, or other developments; |
| ● | the risk that a sufficient number of Warrants are not tendered (and, with respect to any series where consents are solicited, the risk that the requisite holder consents are not obtained, if applicable); |
| ● | the market price of our Common Stock and its volatility, including the possibility that the market price of our Common Stock declines during the Offer period or after completion of the Offer; |
| ● | the dilutive effect of the issuance of a substantial number of shares of Common Stock in the Offer, which could adversely affect the market price of our Common Stock; |
| ● | the risk that the shares of Common Stock issued in the Offer will be “restricted securities,” will bear appropriate restrictive legends, and may not be freely resold absent registration or an applicable exemption from registration; |
| ● | our ability to maintain the quotation of our Common Stock on the OTCQB (or other trading market, as applicable) and to satisfy applicable listing or quotation standards; |
| ● | our ability to execute our anticipated business plans and strategy, particularly in light of our current liquidity and capital resources; |
| ● | our ability to obtain additional capital, which may be necessary to continue our business and operations; |
| ● | our limited operating history under our current business model and history of net losses; |
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| ● | our reliance on key technology providers and payment processors facilitating payments to and by our customers; |
| ● | unfavorable interpretations of laws or regulations or changes in applicable laws or regulations; |
| ● | the possibility that we may be adversely affected by other economic, business, regulatory and/or competitive factors; and |
| ● | other risks and uncertainties described in our filings with the Securities and Exchange Commission (the “SEC”), including those under the section entitled “Risk Factors,” and the risks described in the “Risk Factors” section of these Offer Materials. |
If any of these risks materialize or any of our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements.
Forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of these Offer Materials (or, with respect to documents incorporated by reference, the date of the filing of such documents). We anticipate that subsequent events and developments may cause our assessments to change. However, except as required by law, we specifically disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of these Offer Materials. Accordingly, undue reliance should not be placed upon the forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in these Offer Materials primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and the outcome of the Offer. We operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in these Offer Materials. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of these Offer Materials. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in these Offer Materials relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of these Offer Materials or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
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RISK FACTORS
An investment in our Shares involves a high degree of risk. You should carefully consider each of the risks described below, together with all of the other information set forth elsewhere in this Offer to Exchange and the risks and other information described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and our subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may impair our business operations. If any of the matters identified as potential risks materialize, our business could be harmed. In that event, the trading price of our Common Stock could decline.
There is no guarantee that your decision whether to tender your Warrants in the Offer will put you in a better future economic position.
We can give no assurance as to the price at which a stockholder may be able to sell our Common Stock in the future following the completion of the Offer. If you choose to tender your Warrants in the Offer, certain future events may cause an increase in our Common Stock price and may result in receiving fewer shares of Common Stock now than you might receive from future warrant exercises had you not agreed to exchange your Warrants. Similarly, if you do not tender your Warrants in the Offer, you will continue to bear the risk of ownership of your Warrants after the closing of the Offer, including the risk that the Warrants may expire “out-of-the-money” according to their terms. You should consult your own individual tax and/or financial advisor for assistance on how this may affect your individual situation.
There is no assurance that the Offer will be successful.
There is no assurance that a sufficient number of Warrants will be tendered or that the conditions to the Offer (including the Authorized Share Increase) will be satisfied. Moreover, there is no assurance that the price of our Common Stock will increase. Eliminating or significantly reducing warrant “overhang” will not generate any capital for our Company.
If the holders of Warrants accept the Offer, we will issue them additional shares of Common Stock, which will dilute existing stockholders.
The issuance of additional Common Stock upon the exchange of tendered Warrants will dilute the percentage ownership interests in the Company of other stockholders and may adversely affect the market price of our Common Stock.
The market price of our Common Stock will fluctuate, and it may adversely affect Warrant holders who tender their Warrants for Common Stock.
The market price of our Shares may fluctuate between the date the Offer is commenced, the Expiration Date of the Offer, and the date on which Shares are issued to tendering Warrant holders. Accordingly, the market price of Shares upon settlement of the Offer could be less than the price of our Common Stock when Warrants are tendered. The Company does not intend to re-adjust the Exchange Ratio based on any fluctuation in the price of our Shares.
The exchange of Warrants for shares of Common Stock will result in the issuance of a substantial number of shares and will significantly dilute existing stockholders, and may adversely affect the market price of our Common Stock.
If we complete the Offer, we expect to issue a substantial number of shares of Common Stock in exchange for Warrants that are tendered and accepted. The issuance of these shares will dilute the ownership interests of our existing stockholders and may depress the market price of our Common Stock. In addition, the increased number of outstanding shares may increase the number of shares eligible for resale in the public market over time (including pursuant to Rule 144 or any future registration statement we may file), which could further adversely affect the market price of our Common Stock.
Even if we do not complete the Offer for the Warrants to the extent any Warrants remain outstanding and are later exercised (if and to the extent exercisable) or otherwise result in the issuance of shares, additional shares may be issued in the future, resulting in further dilution.
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If the Authorized Share Increase is not approved and effective, the Company may extend or terminate the Offer.
The Offer is conditioned upon, among other things, approval by our stockholders of an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock and the filing and effectiveness of such amendment with the Secretary of State of the State of Delaware. If stockholder approval is not obtained, if the amendment is not filed, or if it does not become effective within the required timeframe, we may extend, amend or terminate the Offer. In any such event, Warrants that have been tendered and not accepted for exchange will be returned to tendering holders, and holders will not receive any shares of Common Stock in the Offer.
Shares issued in the Offer are expected to be restricted securities and may not be freely resold.
The Shares issued in the Offer are expected to be issued as “restricted securities” and will bear an appropriate legend. Even if you are entitled to “tack” your holding period for purposes of Rule 144, you may be unable to resell the Shares when you desire, or at all, absent an exemption from registration or an effective registration statement.
Shares you receive in the Offer will be subject to a contractual lock-up, which will further restrict your ability to transfer such Shares for up to eighteen (18) months after the Expiration Date.
If you participate in the Offer, you will be required to execute and deliver the Lock-Up Agreement as a condition to receiving Shares. Under the Lock-Up Agreement, 50% of the Shares you receive in the Offer will be subject to transfer restrictions until the date that is twelve (12) months after the Expiration Date (as it may be extended) and the remaining 50% of such Shares will be subject to transfer restrictions until the date that is eighteen (18) months after the Expiration Date (as it may be extended), subject to customary exceptions. As a result, even if an exemption from registration (including Rule 144) would otherwise be available, the Lock-Up Agreement will limit your ability to sell, transfer, pledge, hedge or otherwise dispose of the Shares during the applicable lock-up periods, which may reduce the liquidity and value of the Shares you receive.
We have not obtained any third-party determination or fairness opinion that the Offer is fair to holders of Warrants.
None of our board of directors, officers or employees makes any recommendation as to whether you should tender any Warrants in the Offer. We have not retained, and do not intend to retain, any unaffiliated representative, financial advisor or investment bank to act on behalf of holders of Warrants for purposes of negotiating the Offer or preparing a report or opinion concerning the fairness of the Offer or the adequacy of the Exchange Ratio from a financial point of view. Accordingly, you must make your own independent decision regarding your participation in the Offer, including an evaluation of the Exchange Ratio and the risks associated with receiving shares of Common Stock in exchange for Warrants.
There is no guarantee that tendering your Warrants in the Offer will put you in a better economic position.
We can give no assurance as to the market price of our Common Stock in the future. If you choose to tender some or all of your Warrants in the Offer, future events may cause an increase in the market price of our Common Stock or changes in market conditions that may result in a lower value realized by participating in the Offer than you might have realized if you did not tender your Warrants. Similarly, if you do not tender your Warrants in the Offer, there can be no assurance that you will be able to sell your Warrants (if a market exists), exercise them (if and when exercisable) or otherwise realize value from them in the future.
In addition, because the Offer is conditioned upon, among other things, the Authorized Share Increase, there can be no assurance that the Offer will be completed, and tendering holders may experience delays or uncertainty regarding settlement.
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The Exchange Ratio is fixed, the market price of our Common Stock may fluctuate, and the value of the Common Stock you receive may be less than the value you ascribe to your Warrants at the time you tender them.
The number of shares of Common Stock offered in the Offer for each Warrant accepted for exchange is fixed as described in these Offer Materials and will fluctuate in value based on changes in the market price of our Common Stock. Accordingly, the market price of our Common Stock when we issue shares to you in exchange for your Warrants could be less than the market price of our Common Stock (or the value you attribute to your Warrants) at the time you tender your Warrants. The market price of our Common Stock could also continue to fluctuate and be subject to volatility during the period between the date you tender Warrants and the date we accept Warrants for exchange and deliver shares, including during any extension of the Offer period.
No rulings or opinions have been received as to the tax consequences of the Offer to holders of Warrants.
The tax consequences that will result to a Warrant holder that participates in the Offer are not well defined by the existing authorities. No ruling of any governmental authority and no opinion of counsel has been issued or rendered on these matters. Warrant holders must therefore rely on the advice of their own tax advisors in assessing these matters. For a general discussion of certain tax considerations, see Section 10, “Material U.S. Federal Income Tax Consequences.”
THE OFFER
Risks of Participating In the Offer
Participation in the Offer involves a number of risks, including, but not limited to, the risks identified in “Risk Factors”
above. Holders should carefully consider these risks and are urged to speak with their personal financial, investment and/or tax advisors
as necessary before deciding whether to participate in the Offer. In addition, the Company strongly encourages you to read this Offer
to Exchange in its entirety and review the documents referred to in “Risk Factors,” above as well, including the risks and
other information described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and our subsequently filed quarterly
reports on Form 10-Q and current reports on Form 8-K.
1. GENERAL TERMS
Subject to the terms and conditions of the Offer, the Company is making an offer to holders of the Warrants to tender their Warrants in exchange for Shares of our Common Stock. Under this Offer to Exchange, the Warrant holders will be entitled to receive Shares in accordance with the Exchange Ratio. The “Offer Period” is the period commencing on February 27, 2026 and ending at 5:00 p.m., Eastern Time, on March 31, 2026, or such later date to which the Company may extend the Offer (the “Expiration Date”).
As a condition to the issuance of Shares in the Offer, each holder whose Warrants are tendered and accepted for exchange will be required to execute and deliver a lock-up agreement in favor of the Company (the “Lock-Up Agreement”) pursuant to which (i) 50% of the Shares issued to such holder in the Offer may not be sold, transferred, pledged, hedged, or otherwise disposed of until the date that is twelve (12) months after the Expiration Date (as it may be extended), and (ii) the remaining 50% of such Shares may not be sold, transferred, pledged, hedged, or otherwise disposed of until the date that is eighteen (18) months after the Expiration Date (as it may be extended), in each case subject to customary exceptions as set forth in the Lock-Up Agreement. The Shares issued in the Offer are expected to bear an appropriate restrictive legend, and the Company may impose stop-transfer instructions to its transfer agent to enforce the Lock-Up Agreement.
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This Offer is not an “all or none” offer. Holders may tender all or any portion of the Warrants they hold of a particular class, subject to the procedures described herein and in the applicable Letters of Transmittal and Consent. Tendering Warrants is voluntary. Warrants that are not tendered will remain outstanding in accordance with their existing terms.
Warrants may only be exchanged for whole Shares. No scrip or fractional shares will be issued. Holders of Warrants who would otherwise have been entitled to receive fractional Shares will, after aggregating all such fractional Shares of such holder, receive the number of Shares as rounded down to the nearest whole Share.
If you elect to tender Warrants in response to the Offer, please follow the instructions in this Offer to Exchange and the related documents, including the Letter of Transmittal and Consent, including an accredited investor representation and verification acknowledgement, to the Warrants you are tendering.
If you tender your Warrants, you may withdraw your tendered Warrants before the Expiration Date and retain them on their terms by following the instructions herein.
This Offer to Exchange is made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
A. Period of Offer
The Offer will only be open for a period beginning on February 27, 2026, and ending on the Expiration Date. The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open. There can be no assurance, however, that the Company will exercise its right to extend the Offer.
B. Partial Tender Permitted
Unlike an “all or none” exchange offer, a holder may tender all or any portion of the Warrants it holds. A holder’s tender will be effective only as to the number of Warrants properly tendered and accepted. The Company reserves the right to modify the tender procedures to the extent permitted by applicable law, including to require minimum tender thresholds for the Warrants, in which case the Company will provide notice to holders and extend the Offer as required by applicable law.
C. Board Approval of the Offer; No Recommendation; Holder’s Own Decision
THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS WARRANTS.
D. Extensions of the Offer
The Company expressly reserves the right, in its sole discretion, and at any time or from time to time, to extend the period of time during which the Offer is open. There can be no assurance, however, that the Company will exercise its right to extend the Offer. If the Company extends the Offer, it will give notice of such extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date of the Offer.
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2. PROCEDURE FOR TENDERING WARRANTS
A. Procedures for Tendering Warrants
You do not have to participate in the Offer. If you decide not to participate in the Offer, you do not need to do anything, and your Warrants will remain outstanding until they expire or are exercised in accordance with their terms.
To participate in the Offer, you must properly complete, sign and date the Letter of Transmittal and Consent and mail or otherwise deliver to the Exchange Agent the Letter of Transmittal and Consent and any other required documents (including accredited investor representation and verification acknowledgement) so that the Exchange Agent receives them no later than 5:00 p.m., Eastern Time, on the Expiration Date (or such later date and time if we extend the Offer), at the address set forth in the applicable Letter of Transmittal and Consent.
The Letter of Transmittal and Consent (including accredited investor representation and verification acknowledgement) must be executed by the record holder of the tendered Warrants. However, if the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be indicated on the Letter of Transmittal and Consent.
If you do not submit a properly completed Letter of Transmittal and Consent (including accredited investor representation and verification acknowledgement) for your Warrants prior to the Expiration Date of the Offer, or if you submit an incomplete or incorrectly completed Letter of Transmittal and Consent, you will be considered to have rejected the Offer to Exchange with respect to such Warrants.
THE METHOD OF DELIVERY OF WARRANTS, THE APPLICABLE LETTER OF TRANSMITTAL AND CONSENT AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION, EXPENSE AND RISK OF THE HOLDER. IT IS RECOMMENDED THAT HOLDERS ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
B. Withdrawal Rights
You may change your election and withdraw your tendered Warrants only if you properly complete, sign and date the Notice of Withdrawal included with the Offer and mail, email or otherwise deliver the Notice of Withdrawal to the Exchange Agent so that it is received no later than 5:00 p.m., Eastern Time, on the Expiration Date. You may also withdraw your tendered Warrants pursuant to Rule 13e-4(f)(2)(ii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if they have not been accepted by us for exchange within 40 business days from the commencement of the Offer.
The Notice of Withdrawal must be executed by the record holder of the Warrants to be withdrawn. However, if the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be indicated on the Notice of Withdrawal.
Withdrawals of Warrants may not be rescinded. Any Warrants properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Warrants may be re-tendered by following the procedures described in the Offer at any time prior to the Expiration Date.
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ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL WILL BE DETERMINED BY THE COMPANY, IN ITS REASONABLE DISCRETION, WHOSE DETERMINATION WILL BE FINAL AND BINDING. NONE OF THE COMPANY OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
C. Determination of Validity; Rejection of Warrants; Waiver of Defects; No Obligation to Give Notice of Defects
We will determine, in our discretion, all questions as to form, validity, including time of receipt, eligibility and acceptance of any tender of Warrants or withdrawal of tendered Warrants. Our determination of these matters will be final and binding on all parties. We may reject any or all tenders of or withdrawals of tendered Warrants that we determine are not in an appropriate form or that we determine are unlawful to accept or not timely made. Otherwise, we expect to accept all properly and timely tendered Warrants which are not validly withdrawn. We may waive, as to all Warrant holders, any defect or irregularity in any tender with respect to any particular Warrant, to the extent permitted by applicable law. No tender of Warrants or withdrawal of tendered Warrants will be deemed to have been properly made until all defects or irregularities have been cured by the tendering Warrant holder or waived by us. NEITHER WE NOR ANY OTHER PERSON IS OBLIGATED TO GIVE NOTICE OF ANY DEFECTS OR IRREGULARITIES IN TENDERS OR WITHDRAWALS, AND NO ONE WILL BE LIABLE FOR FAILING TO GIVE NOTICE OF ANY DEFECTS OR IRREGULARITIES.
D. Acceptance of Warrants; Issuance of Common Stock
The Offer is scheduled to expire at 5:00 p.m., Eastern Time, on the Expiration Date, March 31, 2026 (subject to our right to extend the Offer). Upon the terms and subject to the conditions of the Offer, including the Authorized Share Increase, and the execution and delivery of the Lock-Up Agreement by participating holders, we expect, upon the expiration of the Offer, to (i) accept for exchange Warrants properly tendered and not validly withdrawn pursuant to the Offer, and (ii) issue Shares of Common Stock in exchange for tendered Warrants pursuant to the Offer. No participating holder will receive Shares in the Offer unless and until such holder has executed and delivered the Lock-Up Agreement in accordance with the procedures described in these Offer Materials.
If you elect to tender your Warrants pursuant to the Offer and you do so according to the procedures described herein, you will have accepted the Offer. Our acceptance of your outstanding Warrants for tender in the Offer will form a binding agreement between you and us upon the terms and subject to the conditions of the Offer upon the expiration of the Offer.
If you elect not to participate in the Offer, your Warrants will remain outstanding until they expire or are exercised by their original terms.
Our Common Stock is a “penny stock” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC’s penny stock rules generally apply to equity securities that have a market price of less than $5.00 per share (subject to certain limited exceptions). The penny stock rules impose additional sales practice requirements on broker-dealers that sell penny stocks to persons other than established customers and “accredited investors” (as defined in Regulation D under the Securities Act).
In general, broker-dealers must (among other things): (i) deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the penny stock market; (ii) provide the customer with current bid and offer quotations for the penny stock, the compensation payable to the broker-dealer and its representative in connection with the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account; (iii) make a special written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the transaction; and (iv) provide certain additional disclosures prior to effecting the transaction. These requirements can reduce the level of trading activity in penny stocks and may make it more difficult to sell shares of our Common Stock in the secondary market.
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As a result of the penny stock rules, holders of shares of Common Stock issued in the Offer may experience reduced liquidity, increased transaction costs, greater price volatility, and difficulty reselling their shares at a time or price they desire. In addition, the market for our Common Stock may be limited, and it may be difficult for broker-dealers to recommend or execute transactions in our Common Stock, which could adversely affect the market price of our Common Stock and your ability to dispose of shares received in the Offer.
If you tender Warrants pursuant to the Offer, you will receive legended Shares, and you may be entitled to “tack” your holding period of the Warrants so tendered for purposes of Rule 144 under the Securities Act, subject to the facts and circumstances of your holding and compliance with Rule 144.
E. Extension of the Offer; Termination; Amendment
Although we do not currently intend to do so, we may, from time to time, at our discretion, extend the Offer at any time as provided above. If we extend the Offer, we will continue to accept validly tendered Warrants until the new Expiration Date.
We also expressly reserve the right, in our reasonable judgment, prior to the Expiration Date, to terminate or amend the Offer and to postpone our acceptance of any tendered Warrant upon the occurrence of any of the conditions specified below under “The Offer—Conditions of the Offer.”
Extension or amendments to, or a termination of, the Offer may be made at any time and from time to time by an announcement. In the case of an extension, the announcement must be issued no later than 9:00 a.m., Eastern Time, on the next business day after the last previously scheduled or announced Expiration Date. Any announcement made pursuant to the Offer will be disseminated promptly to holders of Warrants in a manner reasonably designed to inform such holders of such amendment. Without limiting the manner in which we may choose to make an announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release.
If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), and 13e-4(f)(1)(ii) under the Exchange Act. These rules require that the minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information.
F. Conditions of the Offer
The Offer is subject to the following conditions: no action or event shall have occurred, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered or enforced applicable to the Offer or the exchange of Warrants for Shares under the Offer by or before any court or governmental regulatory or administrative agency, authority or tribunal of competent jurisdiction, including, without limitation, taxing authorities, that challenges the making of the Offer or the exchange of Warrants for Shares under the Offer or would reasonably be expected to, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or would reasonably be expected to otherwise adversely affect in any material manner, the Offer or the exchange of Warrants for Shares under the Offer.
The Offer is also subject to the condition that the Authorized Share Increase must be approved by the Company’s stockholders, and that the related certificate of amendment must be filed and become effective.
We may terminate the Offer if the Conditions of the Offer are not satisfied prior to the Expiration Date. In the event that we terminate the Offer, all Warrants tendered by a Warrant holder in connection with the Offer shall be returned to such Warrant holder, and the Warrants will continue to remain outstanding in accordance with their terms.
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3. BACKGROUND AND PURPOSE OF THE OFFER
A. Information Concerning Zoomcar Holdings, Inc.
Zoomcar Holdings, Inc. (the “Company,” “Zoomcar,” “we,” “us” or “our”) is an emerging market-focused online car sharing marketplace headquartered in Bangalore, India. Our mission is to transform the urban mobility landscape across emerging market countries by connecting individuals with short- and medium-term transportation needs with vehicle owners through the convenience of our scalable digital platform. Through our marketplace, vehicle owners (“Hosts”) list their cars for rent and individuals seeking temporary access to a vehicle (“Guests”) can browse, book and use those vehicles at mutually convenient locations, with payments and key trip functionality facilitated through our mobile applications and website.
Founded in 2012, Zoomcar’s platform is designed to address transportation challenges in emerging markets, where cost-efficient and convenient mobility options may be limited and the cost of car ownership can be high relative to average income levels. Guests use our platform to search across a range of vehicle makes, models and price points and book vehicles for leisure, work or other short- to medium-term use cases. Hosts can monetize underutilized vehicles by making them available to Guests and can use platform tools to manage listings, availability, and pricing.
Our technology is central to our business model. We employ data-driven tools, including algorithmic search and ranking functionality, to support vehicle discovery and personalization, and we utilize platform features intended to promote trust and accountability, including Host and Guest ratings and reviews. We also deploy a software-enabled keyless entry solution across the majority of Host vehicles to enable contactless vehicle access via smartphone and use GPS-enabled tracking functionality to support trip management and related operational needs.
As of March 31, 2025, we had approximately 40,221 registered Host vehicles and approximately 4 million active Guests (defined as Guests who have searched our platform for vehicles or bookings within the preceding 12-month period). We have operated in over 94 cities across India and, following prior expansion efforts outside India, we have ceased operations in certain non-India markets to focus our engineering and financial resources on India.
The Company is a Delaware corporation and remains a reporting company under the Securities Exchange Act of 1934, as amended. Following the delisting of our common stock from The Nasdaq Stock Market, our common stock and public warrants began trading on the OTC Markets Group platform under the symbols “ZCAR” and “ZCARW,” respectively, and we have applied for trading on the OTCQX Best Market for our common stock and on the OTCQB Venture Market for our public warrants.
Our principal executive offices are located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, Karnataka India 560008. Our telephone number is: +91 80488 21871.
B. Establishment of Offer Terms; Approval of the Offer
The Company’s Board of Directors has approved the terms of the Offer, including the Exchange Ratio, but is not recommending whether you should or should not tender your Warrants, nor passing upon the fairness of the Exchange Ratio. The Board set the Exchange Ratio to provide holders of Warrants with an incentive to exchange the Warrants and to support the Company’s capital structure objectives.
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C. Purpose of the Offer
The Company is pursuing financing, restructuring and capital markets objectives, including, without limitation, the completion of the Company’s ongoing financing transactions and potential listing or uplisting initiatives. The Warrants represent a significant potential dilutive overhang and, in certain cases, contain provisions that may impede the Company’s ability to engage the capital markets effectively. As such, the Company believes that the Warrants may inhibit its ability to execute its strategic objectives and create value.
Secondarily, the purpose of the Offer is to simplify the Company’s capital structure by retiring and cancelling Warrants exchanged in the Offer.
The Offer is not made pursuant to a plan to periodically increase a securityholder’s proportionate interest in the assets or earnings and profits of the Company. Warrants acquired pursuant to the exchange will be retired and cancelled.
D. Interests of Directors and Officers
The names of the executive officers and directors of the Company are set forth below. The business address for each such person is: c/o Zoomcar Holdings, Inc. Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, Karnataka India 560008, and the telephone number for each such person is +91 8048821871. Any Warrants held by directors or officers may be tendered in the Offer on the same terms and conditions as those applicable to all other eligible holders.
| Name | Position | |
| Uri Levine | Director | |
| Mohan Ananda | Director | |
| Evelyn D’An | Director | |
| Swatick Majumdar | Director | |
| John Clarke | Director | |
| Deepankar Tiwari | Chief Executive Officer | |
| Sachin Gupta | Chief Financial Officer |
E. Plans or Proposals
Except as set forth below, there are no present plans or proposals by the Company that relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (b) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (c) any change in the present Board of Directors or management of the Company including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancy on the Board or to change any material term of the employment contract of any executive officer; (d) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (e) any other material change in the Company’s corporate structure or business; (f) changes in the Company’s certificate of incorporation or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (g) a class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (h) the suspension of the issuer’s obligation to file reports pursuant to Section 15(d) of the Exchange Act.
The following are exceptions to the foregoing statement: (i) the exchange of Warrants pursuant to the Offer will result in the issuance of Shares in accordance with the Exchange Ratio; (ii) the tender offer the Company commenced on January 23, 2026 under which, pursuant to an Offer to Exchange, the Company offered to eligible holders: (1) for each one (1) Common Warrant tendered and accepted for exchange, twenty thousand (20,000) shares of Common Stock; (2) for each one (1) Series A Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (3) for each one (1) Series B Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (4) for each one (1) Pre-Funded Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (5) for each one (1) Bridge Placement Agent Warrants tendered and accepted for exchange, ten (10) shares of Common Stock; (6) for each one (1) Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; and (7) for each one (1) Series A Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock. As at January 22, 2026, the Company estimates that there are outstanding approximately (i) 19,369 Common Warrants, (ii) 3,312,437 Series A Warrants, (iii) 781,122 Series B Warrants, and (iv) 5,306, 013 Pre-Funded Warrants, (iv) 5,297 Bridge Placement Agent Warrants, (v) 53,447 Placement Agent Warrants, and (vi) 106,893 Series A Placement Agent Warrants, If all Eligible Warrants are tendered and accepted for exchange, the Company would issue an aggregate of up to approximately 483,032,089 Shares of Common Stock (subject to adjustment for transfers, cancellations and other changes in holdings and subject to the conditions of the Offer); (iii the Company expects to seek stockholder approval of the Authorized Share Increase and to file a preliminary proxy statement and definitive proxy statement with the SEC in connection therewith; and (iv) contemporaneously with the commencement of the Offer, the Company expects to launch a bridge financing transaction of up to $5,000,000 of Series A Units, with each unit consisting of one share of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Preferred”), and one warrant to purchase shares of Common Stock (the “Bridge Warrant”). Each share of Series A Preferred will have a stated value of $1,000 and will be convertible into shares of Common Stock at a conversion price of $0.05 per share (subject to adjustment as provided in the applicable governing documents), and each Bridge Warrant will be exercisable for shares of Common Stock at an exercise price of $0.0625 per share (subject to adjustment as provided in the applicable governing documents). In addition, up to an additional $5,000,000 of Series A Units are issuable pursuant to an overallotment option exercisable by the placement agent.
The Company is also contemplating an uplisting transaction and may pursue an application to list its securities on a national securities exchange, as well as related capital markets and corporate transactions, although there can be no assurance as to the timing or completion of any such uplisting or related transaction.
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4. PRICE RANGE OF SHARES
Our Shares are listed on the OTCQB under the symbol “ZCAR”. On February 24, 2026, the last reported sales price for the Shares was $0.075. Our Warrants are not publicly traded.
The Company recommends that holders obtain current market quotations for the Common Stock, among other factors, before deciding whether or not to tender their Warrants.
The high and low closing sales price per share of the Company’s
common stock for each quarter during the last three (3) fiscal years is set forth below:
Fiscal Year 2025 (Unaudited)
| Quarter (Period) | Low Sale Price | High Sale Price | ||||||
| First Quarter (April 1 – June 30) | $ | 0.4840 | $ | 18.00 | ||||
| Second Quarter (July 1 – September 30) | $ | 0.2850 | $ | 0.778 | ||||
| Third Quarter (October 1 – December 31) | $ | 0.0562 | $ | 0.32 | ||||
| Fourth Quarter (January 1 – March 31) | $ | 0.056 | $ | 0.32 | ||||
Fiscal Year 2024
| Quarter (Period) | Low Sale Price | High Sale Price | ||||||
| First Quarter (April 1 – June 30) | $ | 260 | $ | 1260 | ||||
| Second Quarter (July 1 – September 30) | $ | 204 | $ | 530 | ||||
| Third Quarter (October 1 – December 31) | $ | 25 | $ | 320.8 | ||||
| Fourth Quarter (January 1 – March 31) | $ | 4.03 | $ | 46 | ||||
Fiscal Year 2023
| Quarter (Period) | Low Sale Price | High Sale Price | ||||||
| First Quarter (April 1 – June 30) | $ | 21,140 | $ | 23,180 | ||||
| Second Quarter (July 1 – September 30) | $ | 21,800 | $ | 22,580 | ||||
| Third Quarter (October 1 – December 31) | $ | 5,600 | $ | 29,500 | ||||
| Fourth Quarter (January 1 – March 31) | $ | 1,124 | $ | 15,220 | ||||
The foregoing table sets forth the reported high and low sale prices of the Company’s Common Stock for the periods indicated, based on quotations for the Common Stock on the OTCQB under the symbol “ZCAR”. Prices reflect inter-dealer quotations, without retail mark-up, mark-down or commission, and may not represent actual transactions. The Warrants are not traded on any market.
5. SOURCE AND AMOUNT OF FUNDS
Because this transaction is an offer to holders to exchange their existing Warrants for Shares, there is no source of funds to disclose, as there is no cash consideration being paid by the Company to those tendering Warrants. The Company will use funds on hand to pay any incidental expenses.
6. FEES AND EXPENSES
The Company has not retained a solicitation agent for the exchange offer. We will use our existing funds to pay expenses associated with the Offer. We will not receive any proceeds from this Offer. The Company has appointed Vinyl Equity, Inc. as the Exchange Agent to perform ministerial and administrative functions in connection with the Offer. The Exchange Agent will not be compensated for soliciting tenders, and any compensation payable to the Exchange Agent will not be based on the number of Warrants tendered or exchanged.
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7. TRANSACTIONS AND AGREEMENTS CONCERNING THE WARRANTS
There are no agreements, arrangements or understandings between the Company, or any of its directors or executive officers, and any other person with respect to the Warrants, other than as described in the Offer Materials, including the appointment of Vinyl Equity, Inc. as Exchange Agent and the engagement of legal and other advisors in connection with the Offer. Any material agreements entered into in connection with the Offer will be filed with the SEC as exhibits to the Company’s Tender Offer Statement on Schedule TO, as amended.
8. FINANCIAL INFORMATION REGARDING THE COMPANY
The Company incorporates by reference the Company’s financial statements that were filed in Item 8 of its Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025, as well as the Company’s most recently filed unaudited interim financial statements included in its Quarterly Report on Form 10-Q filed with the SEC on February 17, 2026, for the quarter ended December 31, 2025.
The full text of the Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K, as well as the other documents the Company has filed with the SEC prior to, or will file with the SEC subsequent to, the filing of the Company’s Tender Offer Statement on Schedule TO, can be accessed electronically on the SEC’s website at www.sec.gov. Copies of our SEC filings are also available without charge upon written request addressed to Zoomcar Holdings, Inc., at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008 or investors@zoomcar.com, attn.: Corporate Secretary. Our telephone number is: +91 8048821871.
Our book value as of December 31, 2025, was approximately $27.43 million or approximately $(3.84) per share. Book value per share represents our total assets less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025.
Our tangible book value as of December 31, 2025, was approximately $27.43 million or approximately $(3.84) per share. Tangible book value per share represents our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025.
9. EXTENSIONS; AMENDMENTS; CONDITIONS; TERMINATION; PLANS
The Company expressly reserves the right, in its reasonable discretion, and at any time or from time to time, to extend the period of time during which the Offer is open. There can be no assurance, however, that the Company will exercise its right to extend the Offer. If the Company extends the Offer, it will give notice of such extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date of the Offer.
Amendments to the Offer will be made by written notice thereof to the holders of Warrants. Material changes to information previously provided to holders of Warrants in this Offer to Exchange or in documents furnished subsequent thereto will be disseminated to holders of Warrants. Also, should the Company, pursuant to the terms and conditions of the Offer, materially amend the Offer, the Company will ensure that the Offer remains open long enough to comply with U.S. federal securities laws.
The minimum period during which an Offer must remain open following any material change in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought, all of which require up to 10 additional business days) will depend on the facts and circumstances, including the relative materiality of such terms or information.
The Offer is subject to the conditions described in Section 2.E and Section 2.F above, including the Authorized Share Increase condition.
No plans or proposals described in this Offer to Exchange or the related Schedule TO or in any materials sent to the holders of Warrants in connection with the Offer relate to or would result in the conditions or transactions described in Regulation M-A, Items 1006(c)(1)-(10), except as described under “Background and Purpose of the Offer—Plans or Proposals.”
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10. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
Certain U.S. Federal Income Tax Consequences to U.S. Holders
The following summary describes certain U.S. federal income tax considerations that may be relevant to U.S. Holders (as defined below) that participate in the Offer to exchange Warrants for our Common Stock. This summary does not address any other U.S. federal tax, such as estate and gift, alternative minimum, or any state, local, or foreign tax consequences that may be relevant to a holder that participates in the Offer. Moreover, this discussion does not describe U.S. federal income tax considerations that may be relevant to persons that are not United States persons (within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)) and other Warrant holders that are not U.S. Holders.
This summary applies only to holders who hold the Warrants and will hold the Common Stock as a capital asset within the meaning of Section 1221 of the Code. This description does not purport to address all potential tax considerations that may be relevant to a holder based on his, her or its particular situation and does not address the tax considerations applicable to holders that may be subject to special tax rules, such as:
| ● | financial institutions; |
| ● | insurance companies; |
| ● | real estate investment trusts; |
| ● | regulated investment companies; |
| ● | grantor trusts; |
| ● | tax-exempt organizations; |
| ● | dealers or traders in securities or currencies; |
| ● | holders that hold common stock or Warrants as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes; |
| ● | holders that have a functional currency other than the U.S. dollar; |
| ● | holders that received their Warrants as compensation for the performance of services; |
| ● | holders that actually or constructively own 5% or more of our Shares; or |
| ● | certain U.S. expatriates or long-term U.S. residents. |
If an entity treated as a partnership for U.S. federal income tax purposes holds Warrants, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Holders owning their Warrants through a partnership should consult their tax advisors regarding the U.S. federal income tax consequences of exchanging Warrants for Shares pursuant to the Offer.
This summary is based on the Code, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or to differing interpretations by the Internal Revenue Service or a court which could alter the tax consequences described herein.
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For purposes of this description, a U.S. Holder is a beneficial owner of Warrants or Common Stock that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (including an entity taxed as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or (y) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.
This summary is included herein as general information only. No statutory or judicial authority directly addresses all aspects of transactions similar to the Offer. We have not sought and do not intend to seek any rulings from the IRS or opinions of counsel regarding the tax consequences described herein, and accordingly, there is no assurance that the IRS will not successfully challenge any of the tax consequences described herein. Accordingly, each Warrant holder is strongly urged to consult his, her or its own tax advisor with respect to the U.S. federal, state, local and non-U.S. income and other tax consequences of participating in the Offer.
Participation in the Offer
If you participate in the Offer in accordance with the procedures set forth in the Offer, the Company intends to treat your participation for U.S. federal income tax purposes in the applicable manner described below.
Though applicable law and regulations are unclear, the Company believes that there is sufficient justification to treat the tender of Warrants in exchange for Shares as a tax-free exercise or exchange of the rights conferred by the Warrants. As such, the Company believes that it is more likely than not that if and to the extent you elect to participate in the Offer by tendering Warrants for Shares of our Common Stock, the Company will treat the transaction as a “recapitalization” or other nonrecognition exchange for U.S. federal income tax purposes. The consequences of such characterization should be that (i) your aggregate tax basis in the new Common Stock received in the exchange should be equal to the aggregate tax basis in your exchanged Warrants, and (ii) your holding period for the new Common Stock received in the exchange would include your holding period for the exchanged Warrants. Special tax basis and holding period rules apply to holders who acquired different blocks of Warrants at different prices or at different times. Holders should consult their tax advisors as to the applicability of these special rules to their particular circumstances.
Although the Company believes the tender pursuant to the Offer is not a taxable exchange, the IRS may take a contrary position and assert that the tender gave rise to taxable income. There is no assurance that a court would agree with the position of the Company or the IRS. Under that approach, the value of the Shares received could serve as the proxy value received, all of which might be subject to income taxation. Alternatively, if the IRS or a court were to view the exchange pursuant to the Offer as the issuance of Shares to an exchanging holder, and the Shares having a value in excess of the Warrants surrendered by such holder, such excess value could be viewed as a constructive dividend under Section 305 of the Code. Although not free from doubt, we expect that such constructive dividend, if any, should be considered a dividend of common stock on common stock, which generally should be nontaxable for most holders.
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HOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE EXCHANGE TO THEIR PARTICULAR SITUATION.
11. ADDITIONAL INFORMATION; MISCELLANEOUS
The Company has filed with the SEC a Tender Offer Statement on Schedule TO, of which this Offer to Exchange is a part. This Offer to Exchange does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. The Company recommends that holders review the Schedule TO, including the exhibits, and the Company’s other materials that have been filed with the SEC before deciding on whether to accept the Offer.
The Company is subject to the reporting requirements of the Exchange Act and, in accordance therewith, files and furnishes reports and other information with the SEC. All reports and other documents the Company has filed with or furnished to the SEC, including the Schedule TO relating to the Offer, or will file with or furnish to the SEC in the future, can be accessed electronically on the SEC’s website at www.sec.gov.
IF YOU WOULD LIKE COPIES OF ANY OF THE DOCUMENTS TO WHICH WE HAVE REFERRED YOU, OR IF YOU HAVE QUESTIONS ABOUT THE TRANSACTION, YOU MAY CONTACT THE EXCHANGE AGENT OR THE COMPANY BY TELEPHONE OR IN WRITING AT THE FOLLOWING ADDRESS:
Exchange Agent:
Vinyl Equity, Inc.
912 Cherry Street
Winnetka, IL
Email: inquiries@vinylequity.com
Phone: 888-808-4695
Company:
Zoomcar Holdings, Inc.
Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, Karnataka India 560008
Attn: Chief Executive Officer, Chief Legal Officer & General Counsel
Email: investors@zoomcar.com
Phone: +91 80488 21871
ANY QUESTION OR REQUEST FOR ASSISTANCE MAY BE DIRECTED TO THE EXCHANGE AGENT OR THE COMPANY AT THE ADDRESS, PHONE NUMBER AND EMAIL ADDRESS LISTED ABOVE. REQUESTS FOR ADDITIONAL COPIES OF THIS OFFER TO EXCHANGE, THE LETTERS OF TRANSMITTAL AND CONSENT OR OTHER DOCUMENTS RELATED TO THE OFFER MAY ALSO BE DIRECTED TO THE EXCHANGE AGENT OR THE COMPANY.
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Exhibit 99(a)(1)(B)
LETTER OF TRANSMITTAL AND CONSENT
FOR THE COMMON STOCK PURCHASE WARRANTS
ZOOMCAR HOLDINGS, INC.
(Exchange Ratio of twenty-thousand (20,000) Shares of Common Stock : One (1) Warrant)
Representing the privately issued Common Stock Purchase Warrants (“Warrants”) of Zoomcar Holdings, Inc. (the “Company”), exercisable for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
The Warrants are privately issued and are not publicly traded. There is no market for them. The Warrants are held in certificated form and/or in book-entry form, as applicable.
Delivery of Warrants. To validly tender Warrants, the undersigned must: (i) if the Warrants are evidenced by certificates, deliver the certificate(s) representing the Warrants (or an affidavit of lost certificate and indemnity documentation acceptable to the Company and the Exchange Agent), together with a properly completed and duly executed Letter of Transmittal and Consent and any other required documents, or (ii) if the Warrants are held in book-entry form, cause such Warrants to be delivered through book-entry transfer in accordance with the procedures described in the Offer to Exchange, together with a properly completed and duly executed Letter of Transmittal and Consent, Accredited Investor Verification Letter, and any other required documents.
| A: Name(s) and Address(es) of Registered Owner(s): | B: Number of Warrants Being Exchanged: | C: Shares of Common Stock to be Issued: | D: New Warrants to be Issued: |
| Please fill in exactly as name(s) and address(es) appear on the Warrants. | Multiply Column B by 20,000 | N/A | |
No fractional shares will be issued. Warrants may only be exchanged for whole shares of Common Stock. Because the Exchange Ratio is expressed as a whole number of shares per Warrant, fractional shares are not expected; however, if any fractional shares would otherwise be issuable, the Company will, after aggregating all fractional shares of such holder, round down to the nearest whole share.
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the shares of Common Stock for surrendered Warrants are to be issued in the name of someone other than the undersigned. Issue the shares to:
Name:_____________________________________________________________________________
Address:___________________________________________________________________________
Tax Identification or Social Security Number:____________________________________________
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the shares for surrendered Warrants are to be delivered to someone other than the undersigned or to the undersigned at an address other than that shown above. Deliver the shares to:
Name:_____________________________________________________________________________
Address:___________________________________________________________________________
The undersigned acknowledges that the undersigned has been advised to consult with its own advisors as to the consequences of participating or not participating in the Offer.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE WARRANT HOLDER
The undersigned hereby represents, warrants to the Company, and agrees that:
| (a) | the undersigned has full power and authority to tender the Warrants and subscribe for all of the shares of the Company which may be received upon exchange of the Warrants; |
| (b) | the undersigned has good, marketable and unencumbered title to the Warrants, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their exchange, sale or transfer, and not subject to any adverse claim; |
| (c) | on request, the undersigned will execute and deliver any additional documents the Company deems necessary to complete the exchange of the Warrants tendered hereby; |
| (d) | the undersigned understands that tenders of Warrants pursuant to the Offer and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer; |
| (e) | the undersigned agrees to all of the terms of the Offer; |
| (f) | the undersigned hereby agrees to permanently waive and renounce any and all “full ratchet” or other price-based anti-dilution rights, if any, that attach to any securities of the Company that it holds that were issued in connection with the Warrants that it is tendering for exchange hereby; | |
| (g) | the certificate(s) representing any Common Warrants tendered hereby will be void and of no value upon issuance of the subscribed shares |
| (h) | the undersigned is an “Accredited Investor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. |
All authorities conferred or agreed to be conferred in this Letter of Transmittal and Consent shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer, this tender is irrevocable.
Delivery of this Letter of Transmittal and Consent, Accredited Investor Verification Letter, and all other documents to an address, or transmission of instructions to an email address, other than as set forth below, does not constitute a valid delivery. Please carefully read this entire Letter of Transmittal and Consent, including the accompanying instructions, before responding.
Exchange Agent:
Vinyl Equity, Inc.
912 Cherry Street
Winnetka, IL
Email: inquiries@vinylequity.com
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IMPORTANT—WARRANT HOLDERS SIGN HERE
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the Warrants and documents transmitted herewith. U.S. Holders, please also obtain and complete IRS Form W-9. Non-U.S. Holders, please obtain and complete IRS Form W-8BEN, W-8BEN-E, or other applicable IRS Form W-8.)
Signature:___________________________________________________________________________
Name:____________________________________ Capacity:_________________________________
Phone Number:_________________ Tax Identification or Social Security Number: _____________
Date:_________________
INSTRUCTIONS FOR LETTER OF TRANSMITTAL AND CONSENT
1. Delivery of Letter of Transmittal and Consent, and Warrants. The Letter of Transmittal and Consent, properly completed and duly executed, should be delivered to the Exchange Agent as set forth in the Offer to Exchange. The Exchange Agent will accept email delivery of the Letter of Transmittal at inquiries@vinylequity.com.
THE METHOD OF DELIVERY OF WARRANT(S) AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE OWNER. IT IS RECOMMENDED THAT THEY BE SENT BY AN OVERNIGHT OR HAND DELIVERY SERVICE.
2. Inadequate Space. If the space provided on the Letter of Transmittal and Consent is inadequate for you to provide the requested information, any information should be listed on a separate schedule to be attached thereto.
3. Signatures of Letter of Transmittal and Consent, and Endorsements. When the Letter of Transmittal and Consent is signed by the registered owner(s) of the Warrant(s) listed and surrendered hereby, no endorsements of warrants or separate assignments are required.
If the Warrant(s) surrendered is (are) owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.
If any surrendered Warrant(s) are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.
If the Letter of Transmittal and Consent is signed by trustees, executors, administrators, guardians, attorney-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence, satisfactory to the Company and/or Exchange Agent, of their authority to do so must be submitted.
4. Special Issuance and Delivery Instructions. Indicate the name and address to which shares are to be issued and/or delivered if different from the name and address of the person(s) signing the Letter of Transmittal.
5. Additional Copies. Additional copies of the Letter of Transmittal and Consent may be obtained from the Company or the Exchange Agent at the address listed below.
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6. Expiration Date. No Letters of Transmittal and Consent will be accepted after 5:00 p.m. Eastern Time on March 31, 2026, unless the Offer is extended.
7. Form W-9 and Form W-8. To avoid backup withholding, a tendering warrant holder is required to provide the Exchange Agent with a correct Taxpayer Identification Number (“TIN”) on Form W-9 and to certify, under penalties of perjury, that such number is correct and that such warrant holder is not subject to backup withholding of U.S. federal income tax, and that such warrant holder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering warrant holder has been notified by the Internal Revenue Service (“IRS”) that such warrant holder is subject to backup withholding, such warrant holder must cross out item (2) of the Certification box of the Form W-9, unless such warrant holder has since been notified by the IRS that such warrant holder is no longer subject to backup withholding.
Failure to provide the information on the Form W-9 may subject the tendering warrant holder to U.S. federal income tax withholding.
Certain warrant holders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign warrant holders should submit an appropriate and properly completed IRS Form W-8 in order to avoid backup withholding. Such warrant holders should consult a tax advisor to determine which Form W-8 is appropriate.
All questions as to the validity, form and eligibility of any surrender of Warrants will be determined by the Company, and such determination shall be final and binding. The Company reserves the right to waive any irregularities or defects in the surrender of any Warrants. A surrender will not be deemed to have been made until all irregularities have been cured or waived. The Company is under no obligation to waive or to provide any notification of any irregularities or defects in the surrender of any Warrants, nor shall the Company be liable for any failure to give such notification.
For Information:
Company
Zoomcar Holdings, Inc.
Anjaneya Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India 560008
Attn: Chief Legal Officer & General Counsel
Email: investors@zoomcar.com
Phone: +91 8048821871
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Exhibit 99(a)(1)(C)
NOTICE OF WITHDRAWAL OF TENDER
Regarding Warrants
of
ZOOMCAR HOLDINGS, INC.
Tendered Pursuant to the Offer to Exchange
Dated February 27, 2026
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY VINYL EQUITY, INC. BY THE END OF THE DAY ON March 31, 2026, AT 5:00 PM, EASTERN TIME, UNLESS THE OFFER IS EXTENDED.
Complete This Notice of Withdrawal And Return To:
Vinyl Equity, Inc.
Email: inquiries@vinylequity.com
You are responsible for confirming that this Notice is received by Vinyl Equity, Inc. and not to your broker or dealer or financial advisor. If you fail to confirm receipt of this Notice, there can be no assurance that your withdrawal will be honored.
ZOOMCAR HOLDINGS, INC.
Ladies and Gentlemen:
Please withdraw the tender previously submitted by the undersigned in a Letter of Transmittal.
| Warrant holder Signature | |
| Name of Warrant holder | |
| (Signature) | |
| Authorized Signatory Name | |
| Capacity (if entity warrant holder) | |
| Date |
Exhibit 99(a)(1)(D)
Form of Common Warrant
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
WARRANT TO PURCHASE COMMON STOCK
ZOOMCAR HOLDINGS, INC.
| Warrant Shares: <<>> | Initial Exercise Date: <<>> |
| Issuance Date: <<>> |
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, <<>> or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”) , to subscribe for and purchase from Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), up to <<>> shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
1. Definitions. In addition to the terms defined elsewhere in this Warrant or in the Securities Purchase Agreement dated <<>> by and among the Company and the investors (the “Purchasers”) referred to therein (the “Securities Purchase Agreement” or the “Agreement”), the following terms have the meanings indicated in this Section 1:
1.1. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
1.2. “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Holder.
1.3. “Board of Directors” means the board of directors of the Company.
1.4. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.
1.5. “Commission” means the United States Securities and Exchange Commission.
1.6. “Common Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
1.7. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
1.8. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
1.9. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
1.10. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
1.11. “Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
1.12. “Trading Day” means a day on which the Common Stock is traded on a Trading Market.
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1.13. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
1.14. “Transfer Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 48 Wall Street, 22nd Floor, New York NY 10005 and an email address of , and any successor transfer agent of the Company.
1.15. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Holder.
2. Exercise.
2.1. Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit 2.1 (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2.4.1 herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2.3 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days after the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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2.2. Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $6,000 per Warrant Share, subject to adjustment hereunder (such nominal exercise price, the “Exercise Price”), was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than such Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever.
2.3. Cashless Exercise. This Warrant may also be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:
(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2.1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2.1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2.1 hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2.1 hereof after the close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. Without limiting any other provision in the Agreement, assuming (i) the Holder is not an Affiliate of the Company, and (ii) either (a) all of the applicable conditions of Rule 144 promulgated under the Securities Act with respect to Holder and the Warrant Shares are met or (B) there is no requirement for the Company to be in compliance with the current public information required under Rule 144, in the case of such a cashless exercise, the Company agrees that the Company will cause the removal of the legend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent, which opinion shall remain in effect until the date on which the Company’s next quarterly filing (10-K or 10-Q) is due, at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend. The Company agrees not to take any position contrary to this Section 2.3.
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2.4. Mechanics of Exercise.
2.4.1. Delivery of Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or by electronic delivery (at the election of the Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.
2.4.2. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
2.4.3. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.4.1 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
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2.4.4. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2.4.1 above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
2.4.5. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
2.4.6. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.4.6 duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
2.4.7. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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2.5. Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
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3. Certain Adjustments.
3.1. Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
3.2. Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3.1 above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
3.3. Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
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3.4. Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2.5 on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.5 on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the Agreement in accordance with the provisions of this Section 3.4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock prior to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the Agreement referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the Agreement with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3.4 regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
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3.5. Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
3.6. Notice to Holder.
3.6.1. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
3.6.2. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
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4. Transfer of Warrant.
4.1. Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4.4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit 2.4.6 duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days after the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
4.2. New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4.1, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
4.3. Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
4.4. Reserved.
4.5. Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.
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5. Miscellaneous.
5.1. No Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.4.1, except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2.3 or to receive cash payments pursuant to Section 2.4.1 and Section 2.4.4 herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.
5.2. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
5.3. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.4. Authorized Shares.
5.4.1. Reservation of Authorized and Unissued Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
5.4.2. Noncircumvention. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
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5.4.3. Authorizations, Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
5.5. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.
5.6. Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
5.7. Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. No provision of this Warrant shall be construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations of the Commission thereunder.
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5.8. Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at Anjaneya Techno Park, No. 147, 1st floor, Kodihalli, Bangalore, INDIA 5600038, Attention: Chief Executive Officer, email address: investors@zoomcar.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 5.8 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 5.8 on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
5.9. Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
5.10. Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
5.11. Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
5.12. Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and a majority-in-interest of Holders of the Warrants, on the other hand. No modification or amendment or modification of the provisions hereof may be waived in a manner that is more favorable to other holder(s) of Warrants, as applicable, or to treat any holder(s) of Warrants in a manner that is in any respect not equal to the treatment of all other holder(s) of Warrants.
5.13. Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
5.14. Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
[ZCAR Investor Common Warrant Signature Page Follows]
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[ZCAR Investor Common Warrant Signature Page]
IN WITNESS WHEREOF, the Company has caused this Common Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| ZOOMCAR HOLDINGS, INC. | ||
| By: | ||
| Name: | Deepankar Tiwari | |
| Its: | Chief Executive Officer | |
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Exhibit (a)(1)(E)
Zoomcar Announces Launch of Offer to Exchange Outstanding Warrants for Common Stock
Bengaluru, India, Feb. 27, 2026 (GLOBE NEWSWIRE) -- Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the commencement of a voluntary offer to exchange its outstanding common stock purchase warrants issued in the Company’s private placement completed on February 25, 2026 and outstanding as of February 26, 2026 (the “Warrants”) for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026, as may be amended or supplemented from time to time (the “Schedule TO”).
The Offer to Exchange
Under the offer to exchange, subject to the terms and conditions described in the Schedule TO and the related offer materials, eligible holders of record of Warrants as of February 26, 2026 that are verified accredited investors may tender such Warrants to the Company in exchange for shares of Common Stock at an exchange ratio of 20,000 shares of Common Stock for each one (1) Warrant tendered and accepted for exchange.
The Company is making the offer to exchange as part of a broader effort to simplify its capital structure by reducing the number of outstanding warrant instruments and consolidating its equity capitalization. The Company believes this may reduce administrative complexity associated with multiple classes of instruments and related tracking and reporting obligations.
Holders who wish to participate in the offer to exchange must validly tender their Warrants in accordance with the procedures and prior to the expiration date set forth in the Schedule TO and related offer materials. Tendered Warrants may be withdrawn at any time prior to the expiration of the offer in accordance with the terms described in the Schedule TO.
The offer to exchange will expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company.
The offer to exchange is subject to the terms and conditions described in the Schedule TO, including, among other things, the Company’s ability to obtain stockholder approval for an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock. The Company expects to seek such stockholder approval at its upcoming annual meeting.
Any shares of Common Stock issued in exchange for Warrants will be issued as restricted securities and will be subject to contractual lock-up restrictions on transfer, as described in the Schedule TO and the related offer materials. During the applicable lock-up period, holders will be restricted from selling, transferring, or otherwise disposing of such shares, subject to limited customary exceptions.
Further Information Regarding the Offer to Exchange
The offer to exchange is being made solely pursuant to the Schedule TO and the related offer materials. Holders of Warrants are urged to read the Schedule TO and the related offer materials carefully, as they contain important information regarding the offer to exchange.
Questions and requests for assistance regarding the offer to exchange, including requests for copies of the Schedule TO and related offer materials, may be directed to the Company at +91 8048821871, investors@zoomcar.com, or Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008.
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 timing, terms, and completion of the offer to exchange; the level of participation by holders of 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.
Exhibit 99(a)(1)(F)
LOCK-UP AGREEMENT
THIS LOCK UP AGREEMENT (this “Agreement”) is entered into as of this __ day of ___________ (the by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”) and _____________________ (the “Holder”).
WHEREAS, on February 26, 2026, the Company launched a tender offer to exchange (the “Exchange Offer”) certain of the Company’s warrants to purchase the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) for a certain number of shares of the Company’s Common Stock (the “Shares”), by filing a Schedule TO and Offer to Exchange (together with all amendments, supplements and exhibits thereto, the “Exchange Documents”) with the U.S. Securities and Exchange Commission (the “SEC”).
WHEREAS, pursuant to the terms of the Exchange Documents, the Company will exchange (the “Exchange”) _______ Warrants for_____ shares of the Company’s Common Stock.
WHEREAS, pursuant to the terms of the Exchange Documents, the Exchange Offer will expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company (the “Expiration Date”)
WHEREAS, upon the Exchange, the Holder became a stockholder of the Company.
WHEREAS, as a condition of the Exchange Offer, the Holder has agreed execute this Agreement to restrict the sale, assignment, transfer, encumbrance or other disposition of the Shares by the Holder as hereinafter provided.
NOW THEREFORE, in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | LOCK UP OF SHARES; PERMITTED LEAK OUTS. |
| (a) | The Holder hereby agrees that, without the prior written consent of the Company and except as set forth below, he will not during the period commencing on the Expiration Date and ending on the 18 month anniversary of the Expiration Date (the “Lock Up Period”) (i) offer, pledge, gift, donate, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale, future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction is to be settled by delivery of shares of the Company’s Common Stock or such other securities, in cash or otherwise ((i) and (ii) being hereinafter collectively referred to as the “Lock Up”); |
| (b) | On the 12 month anniversary of the Expiration Date, fifty percent (50%) of the Shares shall be released from the Lock Up; |
| (c) | On the 18 month anniversary of the Expiration Date, the remaining balance of the Shares shall be released from the Lock Up; |
| (d) | The Holder hereby authorizes the Company during the relevant Lock Up Period to cause any transfer agent for the Shares to decline to transfer, and acknowledges that a stop transfer restriction shall be placed on the stock register and other records relating to the Shares subject to the Lock Up for which the Holder is the record holder and, in the case of Shares subject to this Agreement for which the Holder is the beneficial but not the record holder, agrees during the Lock Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Shares subject to the Lock Up, if such transfer would constitute a violation or breach of this Agreement. The Company, at its sole discretion, my waive or amend the conditions pursuant to subsections (a) and (b) of this Section; and |
| (e) | Notwithstanding the foregoing, upon the prior written consent of the Company the Holder may transfer (the “Permitted Transfer”) Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that each transferee, donee or distributee of the Shares shall sign and deliver to the Company a lock-up letter substantially in the form of this letter contemporaneously with such transaction. |
| 2. | RELEASES. |
| (a) | The Lock Up shall automatically terminate if a Change of Control should occur during the Lock Up Period. For the purposes of this Agreement, “Change of Control” shall mean any one of the following: (i) the consummation of a merger or consolidation of the Company with or into another any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization or other entity (collectively, a “Person”) (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation collectively continue to hold at least 60% of the earning power, voting power or capital stock of the surviving Person); (ii) the issuance, transfer, sale or disposition to another Person of the voting power or capital stock of the Company, if after such issuance, sale, transfer or disposition such Person would hold more than 40% of the voting power or capital stock of the Company; (iii) if the Persons who, on the date of this Agreement, constitute a majority of the board of directors of the Company or Persons nominated and/or appointed as directors by vote of a majority of such Persons, shall for any reason cease to constitute a majority of the Company’s board of directors; (iv) a sale, transfer or disposition of all or substantially all of the assets or earning power of Company; or (iv) dissolution, liquidation or winding up of the affairs of the Company. |
| (b) | At any time during the Lock Up Period, in the sole discretion of the Company’s board of directors, the Company may elect to release some or all of the Shares from the Lock Up in such amounts as it may determine. |
| 3. | TRANSFER; SUCCESSOR AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. As provided above, any Permitted Transfer shall require the transferee to execute a lock up agreement in accordance with the same terms set forth herein. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. |
| 4. | COMPLIANCE WITH SECURITIES LAWS. In the event of a Permitted Transfer, as a condition to the Company agreeing to such Permitted Transfer, the Holder shall have furnished the Company with an opinion of counsel reasonably satisfactory to the Company, to the effect that the transfer is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and that the transfer otherwise complies with the terms of this Agreement. |
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| 5. | LEGENDS. |
| (a) | The Holder hereby agrees that each outstanding certificate representing the Shares shall during the Lock Up Period, in addition to any other legends as may be required in compliance with Federal securities laws, bear a legend reading substantially as follows: |
THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK UP AGREEMENT DATED [ ], 2026, BETWEEN THE ISSUER AND THE HOLDER LISTED ON THE FACE HEREOF. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH LOCK UP AGREEMENT.
| (b) | A copy of this Agreement shall be filed with the corporate secretary of the Company, shall be kept with the records of the Company and shall be made available for inspection by any stockholder of the Company. In addition, a copy of this Agreement shall be filed with the Company’s transfer agent of record. |
| 6. | NO OTHER RIGHTS. The Holder understands and agrees that the Company is under no obligation to register the sale, transfer or other disposition of the Shares under the Securities Act or to take any other action necessary in order to make compliance with an exemption from such registration available. |
| 7. | SPECIFIC PERFORMANCE. The Holder acknowledges that there would be no adequate remedy at law if the Holder fails to perform any of its obligations hereunder, and accordingly agrees that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Holder under this Agreement in accordance with the terms and conditions of this Agreement. Any remedy under this Section 7 is subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. |
| 8. | NOTICES. All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the Company at its principal offices and to the Holder at the address last appearing on the books and records of the Company. |
| 9. | RECAPITALIZATIONS AND EXCHANGES AFFECTING SHARES. Except as otherwise provided herein, the provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any and all shares of capital stock or equity securities of the Company which may be issued by reason of any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or otherwise. |
| 10. | GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in the State of Delaware. The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in the State of Delaware, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in the State of Delaware has been brought in an inconvenient form. |
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| 11. | COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, email (including PDF) or other electronic means (including via DocuSign or similar electronic signature platform) shall be deemed effective for all purposes. The parties agree that electronic signatures shall be treated as original signatures for all purposes, and that electronic delivery of an executed counterpart shall be as effective as delivery of a manually executed original. |
| 12. | ATTORNEYS’ FEES. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding. |
| 13. | AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended with the written consent of the Company and the Holder. No delay or failure on the part of the Company in exercising any power or right under this Agreement shall operate as a waiver of any power or right. |
| 14. | SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. |
| 15. | CONSTRUCTION. This Agreement has been entered into freely by each of the parties, following consultation with their respective counsel, and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either party. |
| 16. | ENTIRE AGREEMENT. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| COMPANY: | ||
| ZOOMCAR HOLDINGS, INC. | ||
| Date: ____________ | By: | |
| Deepankar Tiwari | ||
| Chief Executive Officer | ||
| HOLDER: | ||
| Date: ____________ | ||
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Exhibit 99(a)(1)(G)
Form of Accredited Investor Verification Letter
[Professional’s Letterhead]
[Date]
Zoomcar Holdings, Inc.
Anjaneya Techno Park, No.147, 1st Floor,
Kodihalli, Bangalore, India
Attn: Shachi Singh
Re: Accredited Investor Verification under Rule 506(c)
Dear Sir or Madam:
This letter is provided in connection with the proposed private offering (the “Offering”) by Zoomcar Holdings, Inc. (the “Company”) pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
I have been engaged by [Name of Holder/Prospective Investor] (the “Investor”) in my capacity as a [Certified Public Accountant / Licensed Attorney / Registered Investment Adviser / Broker-Dealer / Other — specify] and my business address is [Address].
I understand that the Company is relying on Rule 506(c) of Regulation D to conduct the Offering, which requires the Company and/or its Placement Agent to take reasonable steps to verify that purchasers in the Offering are “accredited investors” as defined in Rule 501(a) of Regulation D.
Based upon my personal examination of information provided to me by the Investor, including but not limited to [specify documentation reviewed, such as account statements, tax returns, W-2s, audited financials, written representation from the Investor regarding income or net worth, or other documents sufficient to substantiate accredited investor status], and my knowledge of the Investor’s financial circumstances as of [Verification Date], it is my professional opinion that:
☐ The Investor is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act, by virtue of satisfying the requirements of one or more of the following categories (check all that apply):
☐ Rule 501(a)(1) — the Investor is a bank, insurance company, registered investment company, business development company, or small business investment company;
☐ Rule 501(a)(2) — the Investor is a business in which all the equity owners are accredited investors;
☐ Rule 501(a)(3) — the Investor is a charitable organization, corporation, or partnership with total assets in excess of $5 million;
☐ Rule 501(a)(4) — the Investor is a trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the securities offered;
☐ Rule 501(a)(5) — the Investor is an individual whose individual net worth, or joint net worth with spouse or spousal equivalent, exceeds $1 million (excluding primary residence), as of the verification date;
☐ Rule 501(a)(6) — the Investor is an individual with individual income in excess of $200,000 in each of the two most recent years (or joint income with spouse or spousal equivalent in excess of $300,000 in those years) and a reasonable expectation of the same income level in the current year;
☐ Rule 501(a)(7) — the Investor is a director, executive officer, or general partner of the Company or a related company;
☐ Rule 501(a)(8) — the Investor is a trust with total assets in excess of $5 million as of the last day of the most recent fiscal year and whose investments are directed by a sophisticated person;
☐ Rule 501(a)(9) — the Investor is an entity in which all of the equity owners are accredited investors by virtue of one or more of the above categories.
☐ Other (describe basis for accredited status):
I am an active member in good standing of [licensing body — e.g., State Bar of __________; American Institute of Certified Public Accountants; FINRA; SEC Registered Investment Adviser], and I have no reason to believe that the information provided to me by the Investor is inaccurate. This letter is being provided solely for the purpose of compliance with Rule 506(c) of Regulation D and may not be relied upon for any other purpose.
Please feel free to contact me directly at [Phone Number] or [Email Address] if you require any further information.
Sincerely,
[Signature of Professional]
[Name of Professional]
[Title/Designation]
[Firm Name]
Professional License/Registration No.: ____________________
Jurisdiction: ____________________
Exhibit 99(d)(1)(A)
COVER LETTER TO OFFER TO EXCHANGE AND LETTER OF TRANSMITTAL
IF YOU DO NOT WANT TO
SELL YOUR SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE.
THIS IS SOLELY NOTIFICATION OF THE COMPANY’s TENDER OFFER.
February 26, 2026
Dear [ ],
On February 26, 2026, Zoomcar Holdings, Inc. launched a tender offer to exchange (the “Exchange Offer”) certain of its existing warrants (the “Warrants”) to purchase common stock for shares of the Company’s common stock (the “Exchange Shares”) by filing a Schedule TO with the U.S. Securities and Exchange Commission on February 26, 2026, along with the Offer to Exchange and Letter of Transmittals attached thereto and included in this correspondence (together with the other exhibits included therein and herein, the “Exchange Offer Documents”).
The period for the Exchange Offer began on February 26, 2026 and will end at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company (the “Expiration Date”), at which point the Exchange Offer will expire. The Warrants may be presented to the Company in exchange for the Exchange Shares only by tendering them during this period pursuant to the terms and instructions outlined in the Exchange Offer Documents. The Exchange Offer Documents contain important information that you need to read. You are encouraged to consult with your legal, financial and tax advisors in connection with the Exchange Offer.
If you would like to tender your Warrants, you should complete, sign and electronically or otherwise deliver the enclosed documents, including the Letter of Transmittal and the Accredited Investor Verification form to Vinyl Equity, Inc. so that it is received before the Expiration Date. If you have received this document physically via mail, you may return your completed documents electronically to Vinyl Equity, Inc. at inquiries@vinylequity.com.
If you would like to tender your Warrants, and your Warrants are held through a financial intermediary, such as a financial adviser, custodian, broker/dealer, or other nominee (each, a “Financial Intermediary”), please ask your Financial Intermediary to submit the Letter of Transmittal on your behalf. You may be charged a transaction fee for this service by your Financial Intermediary. Please consider any processing time that may be needed prior to the Offer Expiration Date. Each Financial Intermediary may establish its own specific deadline for receipt of completed tender request materials from its clients. If you invest in the Company through a Financial Intermediary, please allow for additional processing time as the Letter of Transmittal must ultimately be received by Vinyl Equity, Inc. no later than 5:00 p.m., Eastern Time, on the Expiration Date.
The Exchange Offer and an investment in our securities, including our common stock, are subject to significant risks and uncertainties. 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 U.S. Securities and Exchange Commission.
No person has been authorized to give any information or make any representations in connection with the Exchange Offer other than those contained in the Exchange Offer Documents, and, if given or made, such information or representations must not be relied upon. This letter is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute a recommendation to tender or refrain from tendering Warrants. The Exchange Offer is being made only pursuant to the Exchange Offer Documents, and only in jurisdictions where and to the extent permitted by applicable law.
If you are not interested in having the Company exchange your warrants in exchange for shares of common stock of the Company as described in the enclosed Offer to Exchange and Letter of Transmittal, please disregard this notice and take no action.
If you have any questions, please refer to the enclosed Offer to Purchase document, which contains additional important information about the tender offer, or contact your Financial Intermediary.
Sincerely,
ZOOMCAR HOLDINGS, INC.