Zoomcar Holdings, Inc SC TO-I/A, filed Mar 12, 2026
Zoomcar Holdings, Inc. (ZCAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO 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) |
AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 (this “Amendment”) amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”), on February 27, 2026. The Schedule TO related to the offer by the Company to eligible holders of its outstanding 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 (the “Warrants”), to exchange such Warrants for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as described in the Schedule TO and the offer materials filed as exhibits thereto (collectively, the “Offer to Exchange” or the “Offer”).
TERMINATION OF THE OFFER TO EXCHANGE
The Company has determined to terminate the Offer to Exchange in its entirety, effective as of the date of this Amendment, and to consolidate the exchange of the Warrants into the Company’s previously commenced offer to exchange filed on Schedule TO on January 23, 2026, as amended (the “January Offer”). Holders of Warrants who are eligible to participate in the January Offer will be notified of the applicable terms and conditions of their participation thereunder pursuant to the January Offer materials, as amended and supplemented. Accordingly, the Offer to Exchange described in the Schedule TO filed on February 27, 2026 is hereby withdrawn and terminated in its entirety, no Warrants will be accepted for exchange under this Offer, and no shares of Common Stock will be issued in connection therewith.
As of the termination of the Offer to Exchange, an aggregate of 493 Warrants had been validly tendered and not validly withdrawn. The Company has not accepted, and will not accept, any Warrants for exchange pursuant to the Offer. In accordance with the terms of the Offer and applicable law, all Warrants previously tendered and not withdrawn will be promptly returned to the respective tendering holders, and no shares of Common Stock will be issued in connection with the terminated Offer. Upon such return, holders will retain all rights under the original terms of their Warrants, and no further action is required by any holder in connection with the terminated Offer.
As a result of the termination of the Offer to Exchange, all outstanding Warrants continue to remain outstanding in accordance with their original terms and conditions. Holders of Warrants retain all rights and obligations set forth in their respective Warrant instruments and the related Securities Purchase Agreement dated February 25, 2026.
The Company will promptly notify all holders of Warrants who were eligible to participate in the Offer to Exchange of the termination in writing.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(1)(H) Form of Notice to Warrant Holders of Termination of Offer to Exchange.
Item 12. Exhibits.
The following exhibits are filed as a part of this Schedule TO:
| * | Previously Filed |
| ** | Filed Herewith |
1
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: March 12, 2026 | ||
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer | |
2
Exhibit 99(a)(1)(H)
ZOOMCAR HOLDINGS, INC.
NOTICE OF TERMINATION OF OFFER TO EXCHANGE
March [__], 2026
To: Holders of Common Stock Purchase Warrants Issued Pursuant to the Securities Purchase Agreement dated February 25, 2026
RE: Termination of the Offer to Exchange Common Stock Purchase Warrants for Shares of Common Stock of Zoomcar Holdings, Inc.
Dear Warrant Holder:
We are writing to inform you that Zoomcar Holdings, Inc. (the “Company”) has terminated, effective as of the date of this Notice, the offer to exchange (the “February Offer”) that was commenced on February 27, 2026, pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026. The termination of the February Offer is reported in Amendment No. 1 to the Schedule TO, filed with the SEC on or about the date of this Notice.
Reason for Termination — Consolidation into the January Offer
The Company has determined to terminate the February Offer in order to consolidate the exchange of your Warrants into the Company’s previously commenced offer to exchange filed on Schedule TO on January 23, 2026, as amended (the “January Offer”). The Company believes that consolidating both offers into a single exchange offer will simplify the process for all participating holders and streamline the administration of the exchange.
In connection with this consolidation, the Company is filing an amendment to the January Offer Schedule TO with the SEC on or about the date of this Notice to add your Warrants as eligible securities and you as an eligible participant under the January Offer. You will receive separately the January Offer materials, as amended, which will contain the full terms and conditions of your participation, including the applicable exchange ratio, expiration date, and any conditions to the exchange. You are encouraged to read the January Offer materials carefully when you receive them, as they contain important information.
Effect of Termination of the February Offer
As a result of this termination:
| ● | The February Offer is withdrawn and terminated in its entirety. No Warrants will be accepted for exchange under the February Offer, and no shares of Common Stock will be issued in connection therewith. |
| ● | As of the termination of the February Offer, an aggregate of 493 Warrants had been validly tendered and not validly withdrawn. The Company has not accepted, and will not accept, any Warrants for exchange pursuant to the Offer. In accordance with the terms of the February Offer and applicable law, all Warrants previously tendered and not withdrawn will be promptly returned to the respective tendering holders, and no shares of Common Stock will be issued in connection with the terminated Offer. |
| ● | Your Warrants remain outstanding in accordance with their original terms and conditions as set forth in your Warrant instrument and the Securities Purchase Agreement dated February 25, 2026. All of your rights under your Warrants are unaffected by the termination of the February Offer. |
| ● | No Lock-Up Agreement is in effect or will be required in connection with the terminated February Offer. |
Next Steps
You will be contacted separately with the amended January Offer materials describing the terms of your participation in the January Offer. In the meantime, if you have any questions regarding this Notice, the termination of the February Offer, or the January Offer consolidation, please do not hesitate to contact us using the information below.
No Further Action Required
You do not need to take any action in response to this Notice. If you have questions regarding the status of your Warrants or this termination, please contact the Company using the contact information set forth below.
Contact Information
If you have any questions about this Notice or the status of your Warrants, please contact:
Zoomcar Holdings, Inc.
Anjaneya Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India 560008
Email: investors@zoomcar.com
Telephone: +91 8048821871
Sincerely,
| ZOOMCAR HOLDINGS, INC. | ||
| By: | ||
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer | |
THIS NOTICE IS BEING DELIVERED SOLELY TO INFORM ELIGIBLE WARRANT HOLDERS OF THE TERMINATION OF THE OFFER TO EXCHANGE. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THE COMPANY ENCOURAGES EACH RECIPIENT TO CONSULT WITH ITS OWN LEGAL, FINANCIAL, AND TAX ADVISORS REGARDING THIS NOTICE AND THE EFFECT OF THE TERMINATION ON SUCH HOLDER’S WARRANTS.