Zoomcar Holdings, Inc. 8-K

What Happened

• Zoomcar Holdings, Inc. announced an issuer exchange offer on February 27, 2026, allowing verified accredited holders of record of its common stock purchase warrants as of the February 26, 2026 record date to tender those warrants in exchange for shares of common stock.
• The offer provides 20,000 shares of common stock for each one (1) warrant accepted. The Exchange Offer will expire at 5:00 p.m. ET on March 31, 2026, unless extended, and is being made pursuant to an Offer to Exchange and a Schedule TO filed with the SEC.

Key Details

• Exchange ratio: 20,000 shares of Common Stock for each Warrant tendered and accepted.
• Eligibility: Only holders of record as of Feb 26, 2026 who can be verified as accredited investors may participate; participants must provide investor representations and verification documentation.
• Transfer and resale restrictions: Shares issued will be restricted securities (issued under Section 4(a)(2) and Rule 506(c)), bear a restrictive legend and stop-transfer instructions.
• Lock-up terms: 50% of shares issued will be restricted for 12 months after the offer’s expiration; the remaining 50% will be restricted for 18 months after expiration.
• Condition: The offer is subject to, among other conditions, stockholder approval to amend the company’s certificate of incorporation to increase authorized common shares.

Why It Matters

• This transaction is a route for warrant holders (limited to accredited investors) to convert warrants into a large block of restricted common shares at a fixed ratio, which could increase the company’s outstanding shares if many warrants are tendered.
• Because issuance is being done under private-exemption rules and subject to shareholder approval to increase authorized shares, investors should watch for the shareholder vote and any disclosures about the number of warrants outstanding and potential dilution.
• The lock-up and resale restrictions mean newly issued shares won’t be freely tradable for 12–18 months, which affects the timing of any potential selling pressure from exchanged warrants.

(Note: The company filed a Schedule TO and attached a press release (Exhibit 99.1) with the 8-K; the Offer Materials contain full terms and conditions and should be read carefully.)