UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~ 5November 4, 2025

ZOOMCAR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40964		99-0431609
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India		560008
(Address of principal executive offices)		(Zip Code)

+918048821871

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NA		NA		NA

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnAs previously disclosed on August 57, 2025, Zoomcar Holdings, Inc. (the “Company”) received a ~~written~~ notice from ~~the OTCQX U.S. tier of~~ OTC Markets Group Inc. (“~~OTCQX~~OTC Markets”) ~~stating~~indicating that the Company’s ~~Global Market~~no ~~Capitalization~~longer ~~has~~meets ~~remained~~certain ~~below~~eligibility ~~the~~requirements ~~minimum~~for $5continued ~~million~~trading ~~required~~on ~~under Section 2.1(B) of~~ the OTCQX ~~Rules for~~ U.S. ~~Companies~~tier ~~for more~~of ~~than~~OTC 30Markets ~~consecutive~~Group ~~calendar days and, therefore, the Company no longer satisfies the~~ (“OTCQX ~~Standards for Continued Qualification~~”). ~~Under~~Following ~~those~~receipt ~~rules,~~of the ~~Company~~notice ~~has~~and aafter ~~90-calendar-day~~evaluating ~~cure~~available ~~period~~alternatives, ~~expiring~~the onCompany ~~November~~elected ~~3, 2025,~~ to ~~regain~~transition ~~compliance~~its byquotation ~~maintaining~~to athe OTCQB ~~Global~~tier ~~Market Capitalization~~ of atOTC ~~least~~Markets $5Group ~~million for 10 consecutive trading days~~(“OTCQB”).

AtOn ~~this~~November ~~time~~4, 2025, the Company’s isordinary shares ~~evaluating~~commenced ~~its~~trading ~~options~~on the OTCQB under the ticker symbol “ZCAR.” The transition from the OTCQX to ~~come~~the ~~back~~OTCQB ~~into~~does not ~~compliance~~affect ~~with~~the Company’s reporting obligations under the ~~OTCQX~~Securities ~~Standards~~Exchange ~~for~~Act ~~Continued~~of ~~Qualification~~1934, as amended, or the public trading of its securities in the United States.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2025	Zoomcar Holdings, Inc.
Dated: November 7, 2025	Zoomcar Holdings, Inc.
	By:	/s/ Shachi Singh
	Name:	Shachi Singh
	Title:	Chief Legal Officer

Filing Compare · Zoomcar Holdings, Inc.