Zoomcar Holdings, Inc SC TO-I/A, filed Aug 31, 2026
Zoomcar Holdings, Inc. (ZCAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 10
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 2026 Common Stock Purchase Warrants Series A Common Stock Purchase Warrants Series B Common Stock Purchase Warrants Pre-Funded Warrants to Purchase Common Stock Bridge Placement Agent Common Stock Purchase Warrants Placement Agent Common Stock Purchase Warrants Series A Placement Agent 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
(Amendment No. 10)
This Amendment No. 10 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, initially filed with the Securities and Exchange Commission (the “SEC” or “Commission”) on January 23, 2026 (as amended by Amendment No. 1 filed on January 27, 2026, Amendment No. 2 filed on February 2, 2026, Amendment No. 3 filed on March 2, 2026, Amendment No. 4 filed on March 18, 2026, Amendment No. 5 filed on April 15, 2026, Amendment No. 6 filed on May 12, 2026, Amendment No. 7 filed on May 20, 2026, Amendment No. 8 filed on June 25, 2026, and Amendment No. 9 filed on July 24, 2026, collectively, the “Schedule TO”), by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”).
This Amendment No. 10 is being filed as the final amendment to the Schedule TO to report the results of the Offer to Exchange, which expired at 5:00 p.m., Eastern Time, on August 14, 2026 (the “Expiration Date”), in accordance with its terms.
As previously disclosed, the Offer to Exchange was conditioned upon, among other things, the approval 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. At the Company's 2026 Annual Meeting of Stockholders held on August 11, 2026, the Company's stockholders approved the Authorized Share Increase by the requisite vote, and the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, which became effective upon filing on August 13, 2026.
Based on the certification of Vinyl Equity, Inc., the exchange agent for the Offer to Exchange (the “Exchange Agent”), as of the Expiration Date, an aggregate of 832 letters of transmittal representing 6,029,194 Existing Warrants were validly tendered and not withdrawn and were accepted by the Company for exchange, broken down by class as follows:
| Class of Warrant | Number Tendered and Accepted | Shares of Common Stock Issuable | ||||||
| Common Warrants & 2026 Common Warrants | 12,876 | 257,520,000 | ||||||
| Series A Warrants | 1,000,417 | 10,004,170 | ||||||
| Series B Warrants | 198,326 | 1,983,260 | ||||||
| Pre-Funded Warrants | 4,651,938 | 46,519,380 | ||||||
| Bridge Placement Agent Warrants | 5,297 | 52,970 | ||||||
| Placement Agent Warrants(1) | 160,340 | 1,603,400 | ||||||
| Total | 6,029,194 | 317,683,180 | ||||||
| (1) | Includes the entire outstanding amount of (i) 53,447 Placement Agent Common Stock Purchase Warrants issued to the placement agent in connection with the Company’s private placement dated November 5, 2024 (the “Placement Agent Warrants”) and (ii) 106,893 Series A Placement Agent Warrants issued to the placement agent in connection with the same private placement (the “Series A Placement Agent Warrants”). |
The Company has accepted for exchange all Existing Warrants validly tendered and not withdrawn as of the Expiration Date. Each tendering holder has executed and delivered a Lock-Up Agreement in favor of the Company, and all conditions to the Offer to Exchange and issuance, including the Authorized Share Increase and the Lock-Up Agreement condition, have been satisfied. In exchange for the accepted Existing Warrants, the Company will issue an aggregate of 317,683,180 shares of Common Stock in accordance with the Exchange Ratios set forth in the Offer to Exchange. All Existing Warrants accepted for exchange will be retired and cancelled upon issuance of the corresponding shares, which the Company expects to complete promptly.
| 1 |
After giving effect to the acceptance and expected cancellation of the Existing Warrants accepted for exchange, the Company estimates that the following Existing Warrants will remain outstanding:
| Class of Warrant | Outstanding Immediately Prior to Expiration | Accepted and to be Cancelled | Remaining Outstanding | |||||||||
| Common Warrants & 2026 Common Warrants | 19,802 | 12,876 | 6,926 | |||||||||
| Series A Warrants | 3,312,444 | 1,000,417 | 2,312,027 | |||||||||
| Series B Warrants | 781,122 | 198,326 | 582,796 | |||||||||
| Pre-Funded Warrants | 5,306,011 | 4,651,938 | 654,073 | |||||||||
| Bridge Placement Agent Warrants | 5,297 | 5,297 | 0 | |||||||||
| Placement Agent Warrants(1) | 160,340 | 160,340 | 0 | |||||||||
| Total | 9,585,016 | 6,029,194 | 3,555,822 | |||||||||
| (1) | Includes Placement Agent Warrants and Series A Placement Agent Warrants. |
Except as specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. All capitalized terms used in this Amendment but not otherwise defined herein have the respective meanings ascribed to them in the Schedule TO.
The Schedule TO is hereby amended and supplemented as follows:
Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; Additional Information.
Items 1, 4 and 11 of the Schedule TO, and the disclosures incorporated therein by reference from the Offer to Exchange, are hereby amended and supplemented to reflect that the Offer to Exchange expired at 5:00 p.m., Eastern Time, on August 14, 2026, and that the Company has accepted for exchange all Existing Warrants validly tendered and not withdrawn as of the Expiration Date, as set forth above.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit | Description | |
| (a)(1)(P)* | Press Release announcing completion of the Offer to Exchange, dated August 31, 2026. |
| * | Filed herewith. |
Item 13. Information Required by Schedule 13e-3.
Not applicable.
| 2 |
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: August 31, 2026
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer |
| 3 |
Exhibit 99(a)(1)(P)
Zoomcar Announces Completion of Warrant Exchange Offer
Approximately 6.03 million Existing Warrants exchanged for approximately 317.7 million shares of Common Stock
Bengaluru, India, August 31, 2026 /PRNewswire/ — Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the completion of its previously announced offer to exchange certain outstanding warrants for shares of its common stock, par value $0.0001 per share (“Common Stock”) (the “Offer to Exchange”).
The Offer to Exchange, which commenced on January 23, 2026, expired at 5:00 p.m., Eastern Time, on August 14, 2026 (the “Expiration Date”). Based on the certification of Vinyl Equity, Inc., the exchange agent for the Offer to Exchange, an aggregate of 832 letters of transmittal representing 6,029,194 Existing Warrants were validly tendered and not withdrawn as of the Expiration Date, representing approximately 63% of the Existing Warrants outstanding immediately prior to expiration. The Company accepted all such warrants for exchange and will issue an aggregate of 317,683,180 shares of Common Stock in accordance with the exchange ratios described in the Offer to Exchange.
Results by Warrant Class
| Class of Warrant | Number Tendered and Accepted | Shares of Common Stock Issuable | ||||||
| Common Warrants & 2026 Common Warrants | 12,876 | 257,520,000 | ||||||
| Series A Warrants | 1,000,417 | 10,004,170 | ||||||
| Series B Warrants | 198,326 | 1,983,260 | ||||||
| Pre-Funded Warrants | 4,651,938 | 46,519,380 | ||||||
| Bridge Placement Agent Warrants | 5,297 | 52,970 | ||||||
| Placement Agent Warrants (1) | 160,340 | 1,603,400 | ||||||
| Total | 6,029,194 | 317,683,180 | ||||||
| (1) | Includes the entire outstanding amount of (i) 53,447 Placement Agent Common Stock Purchase Warrants issued to the placement agent in connection with the Company’s private placement dated November 5, 2024 (the “Placement Agent Warrants”) and (ii) 106,893 Series A Placement Agent Warrants issued to the placement agent in connection with the same private placement (the “Series A Placement Agent Warrants”). |
Existing Warrants not tendered in the Offer to Exchange remain outstanding in accordance with their original terms. All Existing Warrants accepted for exchange will be retired and canceled upon issuance of the corresponding shares. As of the date of this press release, no shares of Common Stock have been issued pursuant to the Offer to Exchange. As a condition to receiving shares of Common Stock in the Offer to Exchange, each participating holder executed a lock-up agreement in favor of the Company restricting transfer of the shares received for a period of twelve to eighteen months following the Expiration Date, as described in the Offer to Exchange.
Securities Act Status
This press release is for informational purposes only. The Offer to Exchange has expired. The shares of Common Stock issuable in the Offer to Exchange have not been registered under the Securities Act of 1933, as amended, and will be issued as restricted securities in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
About Zoomcar
Founded in 2013, Zoomcar (OTCQB: ZCAR) is India's leading peer-to-peer car-sharing marketplace, connecting vehicle owners (“Hosts”) with customers (“Guests”) seeking flexible and affordable mobility solutions. Zoomcar operates an asset-light platform model and serves millions of users across India.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the effects of the completed Offer to Exchange on the Company's capital structure, warrant overhang, and financing and capital markets objectives. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risks described in the Company's filings with the SEC. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.