Zoomcar Holdings, Inc. 8-K

What Happened

• Zoomcar Holdings, Inc. (ZCAR) filed an 8-K on January 23, 2026 announcing an offer to exchange several classes of outstanding warrants for shares of common stock under specified exchange ratios, and the launch of a private Bridge Financing offering up to $5,000,000. The offer to exchange covers Common Warrants, Series A and B Warrants, pre-funded warrants, and various placement-agent warrants. The company is offering shares in exchange (e.g., 1 Common Warrant → 20,000 shares; most other warrant types → 10 shares each). The company intends to rely on the Section 3(a)(9) exemption (no S-4 registration) to issue the exchanged shares, and the exchange is conditioned on stockholder approval to increase authorized common shares (to be sought at the annual meeting).

Key Details

• Exchange ratios: 1 Common Warrant → 20,000 shares; 1 Series A/Series B/Pre-Funded/Bridge Placement/Placement Agent/Series A Placement Agent Warrant → 10 shares each.
• Condition: Offer conditioned on stockholder approval and filing/effectiveness of an amendment to increase authorized common shares (Authorized Share Increase).
• Bridge Financing size & terms: Up to $5,000,000 of Units (minimum $2,000,000 required by Feb 28, 2026); each Unit = 1 share Series A Convertible Preferred Stock + 1 warrant to buy 1 common share; Unit price = $1,000.
• Security economics: Preferred Stock has senior liquidation preference and converts at an initial $0.05 per share (subject to resets); each Warrant exercisable at initial $0.0625 per share. ThinkEquity LLC is the exclusive placement agent.

Why It Matters

• For investors, the warrant exchange could materially change the company’s outstanding share count and the immediate form of dilution (warrants converted to common stock rather than exercised later). Because issuance is conditioned on increasing authorized shares and uses a securities exemption (Section 3(a)(9)), shareholders must approve the share-cap increase before the exchange can be completed. The Bridge Financing, if completed, would provide up to $5M of cash but issues preferred stock with liquidation preference and convertible terms that can affect capital structure and future dilution if converted.