Zoomcar Holdings, Inc SC TO-I/A, filed May 12, 2026
Zoomcar Holdings, Inc. (ZCAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 6
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. 6)
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (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, and Amendment No. 5 filed on April 15, 2026, collectively, the “Schedule TO”), initially filed with the Securities and Exchange Commission (the “SEC” or “Commission”) on January 23, 2026, by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”).
This Amendment No. 6 is being filed to extend the Expiration Date of the Offer to Exchange by thirty-five (35) additional days, such that the Offer to Exchange will now expire at 5:00 p.m., Eastern Time, on June 30, 2026 (the “Expiration Date”), unless further extended by the Company.
The Company is extending the Expiration Date to provide additional time for holders of Existing Warrants to consider, and to participate in, the Offer to Exchange, and for the satisfaction of the conditions to the Offer to Exchange, including stockholder approval of an increase in the Company’s authorized shares of common stock.
Warrants previously tendered and not validly withdrawn remain validly tendered and do not need to be re-tendered. Holders who have not yet tendered, and holders who previously withdrew their tendered Warrants, may still participate in the Offer to Exchange by following the procedures described in the Schedule TO and the related Offer Materials. Tendered Warrants may be withdrawn at any time prior to the Expiration Date in accordance with the procedures described in the Schedule TO and the related Offer Materials.
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 Expiration Date of the Offer to Exchange has been extended from 5:00 p.m., Eastern Time, on May 11, 2026 to 5:00 p.m., Eastern Time, to June 30, 2026, unless further extended by the Company. All references in the Schedule TO and the Offer Materials to the Expiration Date being May 11, 2026 are hereby amended to refer to June 30, 2026.
As of the date of this Amendment, based on information provided by the Exchange Agent, the Company has been advised that, since the commencement of the Offer to Exchange, no Existing Warrants have been validly tendered and not withdrawn. [NTD: Confirm with Exchange Agent (Vinyl Equity) and update as applicable; if any have been tendered, insert series-by-series tender count.]
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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 extension of the Offer to Exchange, dated May 11, 2026. | |
| 107** | Filing Fee Table. |
| * | Filed herewith. |
| ** | Previously filed. |
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: May 12, 2026
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer |
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Exhibit 99(a)(1)(P)
Zoomcar Announces Extension of Offer to Exchange Outstanding Warrants for Common Stock
Bengaluru, India, May 12, 2026 (GLOBE NEWSWIRE) — Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced that it is extending the expiration date of its previously announced offer to exchange (the “Offer to Exchange”) certain outstanding warrants for shares of the Company’s common stock.
The Offer to Exchange, which was previously scheduled to expire at 5:00 p.m., Eastern Time, on May 11, 2026, has been extended and will now expire at 5:00 p.m., Eastern Time, on June 30, 2026, unless further extended by the Company. The Company is extending the Offer to Exchange to provide additional time for holders to consider the Offer to Exchange and for the satisfaction of the conditions thereto, including stockholder approval of an increase in the Company’s authorized shares of common stock.
Warrants previously tendered and not withdrawn remain validly tendered and do not need to be re-tendered. Holders who have not yet tendered, and holders who previously withdrew their warrants, may still participate by following the procedures described in the Schedule TO and related offer materials. Tendered warrants may be withdrawn at any time prior to the expiration of the Offer to Exchange.
Except as described above, all terms and conditions of the Offer to Exchange remain unchanged. Holders are urged to read the Company’s Tender Offer Statement on Schedule TO, as amended, and the related offer materials filed with the Securities and Exchange Commission (the “SEC”), which contain important information regarding the Offer to Exchange. Questions and requests for assistance may be directed to the Exchange Agent, Vinyl Equity, Inc., at inquiries@vinylequity.com or 888-808-4695.
No Offer or Solicitation
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE OFFER TO EXCHANGE IS BEING MADE ONLY PURSUANT TO THE OFFER MATERIALS FILED WITH THE SEC.
About Zoomcar
Founded in 2013, Zoomcar (OTCQB: ZCAR) is India’s leading peer-to-peer car-sharing marketplace, connecting vehicle owners (“Hosts”) with customers (“Guests”) seeking flexible and affordable mobility solutions. Zoomcar operates an asset-light platform model and serves millions of users across India.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” “aim,” “project,” and similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding the Offer to Exchange, including the extension, timing, terms, and completion of the Offer to Exchange; the level of participation by holders of Eligible Warrants; the Company’s ability to satisfy the conditions to the Offer to Exchange (including obtaining stockholder approval for an increase in authorized shares of common stock); the effects of the Offer to Exchange on the Company’s capital structure; and the expected benefits of reducing the number of outstanding warrant instruments.
These forward-looking statements are based on management’s current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the level of participation in the Offer to Exchange; the Company’s ability to meet the conditions to the Offer to Exchange; delays in or failure to obtain required stockholder approvals; market, economic, and capital markets conditions; regulatory developments; the Company’s operating performance and liquidity; and the possibility that the Company may delay, modify, suspend, or abandon the Offer to Exchange.
Additional risks and uncertainties are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC.
Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether as a result of new information, future events, or otherwise.
Investor Contact:
Zoomcar Holdings, Inc.
investors@zoomcar.com