Zoomcar Holdings, Inc. 8-K

What Happened

• On February 19, 2026, Zoomcar Holdings, Inc. (ZCAR) filed an 8-K disclosing a private placement of common stock purchase warrants to verified accredited investors under Section 4(a)(2) and Rule 506(c) of Regulation D.
• Each warrant is exercisable for one share of common stock (par value $0.0001) at an initial exercise price of $6,000 per share (subject to adjustment). The warrants have not been registered under the Securities Act and may not be resold in the U.S. except under an applicable exemption or registration.
• After issuing the warrants, Zoomcar intends to potentially launch an exchange/tender offer allowing eligible verified accredited warrant holders to tender warrants in exchange for shares of common stock. The company currently anticipates, subject to final offer materials, an exchange ratio of one (1) share of common stock for each 20,000 warrants tendered and accepted, but may change terms before the offer commences. Any shares issued in the Exchange Offer would be restricted and subject to transfer and lock-up restrictions.

Key Details

• Offering basis: private placement under Section 4(a)(2) and Rule 506(c) (accredited investors only).
• Exercise price: $6,000 per share for each warrant (each warrant = 1 share upon exercise).
• Contemplated exchange ratio: initially expected to be 1 share for 20,000 warrants (terms may change).
• Securities status: Warrants unregistered; any exchanged shares would be restricted and bear legends/transfer limits.

Why It Matters

• Investors should note these securities are being sold only to verified accredited investors and are unregistered, so they will be illiquid and subject to transfer restrictions unless later registered or an exemption applies.
• The very high exercise price and the proposed 1:20,000 exchange ratio mean that a large number of warrants would be required to obtain a single share under current contemplated terms, limiting immediate impact on the public float until any exchange or exercise occurs.
• The 8-K is informational; any actual sales or exchange offers will be governed by definitive offering or exchange materials that may change terms—investors should review those documents if and when filed.