SEC Form SC TO-I filed by Zoomcar Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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))

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 appropriate boxes below to designate any transactions to which the statement relates:

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:

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”). This Schedule TO relates to the offer by the Company to eligible holders of the Warrants (as defined below) to exchange such Warrants for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Company’s offer to exchange, dated as of the date hereof, as it may be amended or supplemented from time to time (the “Offer to Exchange”), and the related letter of transmittal, accredited investor verification, notice of withdrawal and other offer materials (together with the Offer to Exchange, as amended or supplemented from time to time, the “Offer Materials”), each of which is filed as an exhibit to this Schedule TO.

For purposes of this Schedule TO, “Warrants” means the Company’s 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, by and between the Company and the purchasers party thereto (the “Purchase Agreement”), in the private placement (the “Private Placement”) conducted in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Act”). Only holders of record of Warrants as of the Record Date that are verified accredited investors are eligible to participate in the Offer to Exchange.

Under the Offer to Exchange, subject to the terms and conditions described in the Offer Materials, the Company is offering to holders that are verified accredited investors for each one (1) Warrant tendered and accepted for exchange, 20,000 shares of Common Stock (the “Exchange Ratio”).

Participants whose Warrants are tendered and accepted for exchange will be required, as a condition to receiving shares of Common Stock in the Offer to Exchange, to execute and deliver a lock-up agreement in favor of the Company (the “Lock-Up Agreement”) pursuant to which 50% of the shares of Common Stock issued to such participant will be subject to transfer restrictions until the date that is twelve (12) months after the Expiration Date (as it may be extended) and the remaining 50% will be subject to transfer restrictions until the date that is eighteen (18) months after the Expiration Date (as it may be extended), in each case subject to customary exceptions set forth in the Lock-Up Agreement. In addition, the shares issued in the Offer to Exchange will be issued as “restricted securities” in reliance on an exemption from registration under the Securities Act, will bear an appropriate restrictive legend, and the Company will provide stop-transfer instructions to its transfer agent to enforce such restrictions.

The Company intends to issue the shares of Common Stock offered in the Offer to Exchange in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder, and the Company is not filing a registration statement on Form S-4 or otherwise registering the issuance of such shares in connection with the Offer to Exchange.

Participation in the Offer to Exchange is limited to holders of record of Warrants that are verified accredited investors, and each participating holder will be required to complete and deliver such investor representations and verification documentation as the Company may reasonably require to establish the availability of the exemption. The Offer to Exchange is conditioned upon, among other things, the adoption by the Company’s stockholders of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase”) and the filing and effectiveness of such amendment with the Secretary of State of the State of Delaware. The Company expects to seek such stockholder approval in connection with the Company’s annual meeting of stockholders and related proxy solicitation. 

This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information set forth in the Offer Materials is incorporated by reference in response to Items 1 through 13 of this Schedule TO, except to the extent that information is specifically provided herein.

Item 1. Summary Term Sheet.

The information set forth under the heading “Summary” in the Offer to Exchange is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The name of the subject company and the filing person is Zoomcar Holdings, Inc., a Delaware corporation. Its principal executive offices are located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008. The Company’s telephone number is +91 8048821871.

(b) Securities. The subject securities of this Offer to Exchange are the Warrants. There is no trading market for the Warrants. The Warrants were issued in a private placement in reliance on Rule 506(c) and are not deposited with The Depository Trust Company.

As of the Record Date, there were 939 Warrants issued and outstanding and eligible to participate in the Offer to Exchange. Assuming all eligible Warrants are tendered and accepted for exchange, the Company would issue an aggregate of up to 18,780,000 shares of Common Stock (based on the Exchange Ratio), subject to the Company having a sufficient number of authorized and unissued shares of Common Stock available for issuance.

(c) Trading Market and Price. The Common Stock is quoted/traded on the OTCQB under the symbol “ZCAR” The information set forth in the Offer to Exchange under “Price Range of Common Stock” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. The Company is the subject company and the filing person. The address and telephone number of the Company are set forth under Item 2(a) above.

The names of the executive officers and directors of the Company who are persons specified in Instruction C to Schedule TO are set forth below. The business address for each such person is: Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 and the business telephone number for each such person is +91 8048821871 .

Item 4. Terms of the Transaction.

(a) Material Terms. As a condition to the issuance of shares of Common Stock in the Offer to Exchange, each eligible holder whose Warrants are tendered and accepted for exchange will be required (i) to execute and deliver the Lock-Up Agreement and (ii) to represent and certify that it is a verified accredited investor (as defined in Rule 501 of Regulation D) and to provide such documentation as the Company may reasonably request to evidence verification for purposes of Rule 506(c). The Company expects that shares issued in the Offer to Exchange will bear an appropriate restrictive legend reflecting (A) the Securities Act restrictions applicable to securities issued in reliance on Rule 506(c) and (B) the Lock-Up Agreement, and the Company will provide stop-transfer instructions to its transfer agent to enforce such restrictions.

The Offer to Exchange will commence on February 27, 2026 and will expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company (the “Expiration Date”). Eligible holders may withdraw tendered Existing Warrants at any time prior to the Expiration Date, and as otherwise permitted under applicable law, as described in the Offer Materials. The Offer to Exchange is subject to the satisfaction (or, where applicable, waiver) of the conditions described in the Offer Materials, including the Authorized Share Increase. The Company will not accept for exchange, or issue any shares of Common Stock in exchange for, any Existing Warrants tendered pursuant to the Offer to Exchange unless and until the Authorized Share Increase has been approved by the Company’s stockholders and has become effective.

The Company reserves the right, subject to applicable law, to extend the Offer to Exchange, to amend the terms of the Offer to Exchange, or to terminate the Offer to Exchange, as described in the Offer Materials.

(b) Purchases. The information set forth in the Offer to Exchange under the section titled “Interests of Directors and Executive Officers” is incorporated herein by reference.

Item 5. Past Contracts, Transactions, Negotiations and Arrangements.

(a) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under the section titled “Transactions and Agreements Concerning the Company’s Securities” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the Offer to Exchange under the section titled “Background and Purpose of the Offer” is incorporated herein by reference.

(b) Use of Securities Acquired. To the extent the Company acquires Warrants in the Offer to Exchange, the Company expects to cancel and retire such Warrants.

(c) Plans. Except as described in the Offer Materials, including the Private Placement and the Offer to Exchange, neither the Company nor, to the Company’s knowledge, any of its directors or executive officers has any plans, proposals, or negotiations that relate to or would result in any of the transactions described in Items 1006(c)(1)-(10) of Regulation M-A. The Offer to Exchange is not conditioned on the consummation of the Private Placement, and the Private Placement is not conditioned on the consummation of the Offer to Exchange.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. No funds will be paid by the Company to holders tendering Warrants in connection with the Offer to Exchange. The consideration for the Offer to Exchange consists solely of shares of Common Stock. The shares of Common Stock issued as consideration in the Offer to Exchange will be issued in reliance on Section 4(a)(2) and Rule 506(c) of Regulation D and will be restricted securities. The Company will use cash on hand to pay the fees and expenses incurred in connection with the Offer to Exchange.

(b) Conditions. Not applicable because there is no financing condition.

(c) Borrowed Funds. Not applicable because no funds are being borrowed for the Offer to Exchange.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Offer to Exchange under the section titled “Interests of Directors and Executive Officers” is incorporated herein by reference.

(b) Securities Transactions. Except as disclosed in the Offer Materials, neither the Company nor, to the Company’s knowledge, any of its directors, executive officers, or affiliates has engaged in any transactions in the Warrants during the past sixty (60) days.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The Company has not retained any dealer manager or solicitation agent for the Offer to Exchange. The Company may retain an information agent and/or exchange agent to assist with the administration of the Offer to Exchange, as described in the Offer Materials. The Company’s directors and executive officers are not making any recommendation as to whether holders should tender Existing Warrants.

Item 10. Financial Statements.

(a) Financial Information. Below is a summary of our consolidated financial information. The following summary should be read in conjunction with our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025, as well as our most recently filed unaudited interim financial statements included in our Quarterly Report on Form 10-Q filed with the SEC on February 17, 2026, for the quarter ended December 31, 2025, each of which is incorporated herein by reference. The condensed balance sheet data as of December 31, 2025 and March 31, 2025 and the consolidated statements of operations data for the three and nine months ended December 31, 2025 and 2024 were derived from our unaudited interim financial statements included in such Quarterly Report on Form 10-Q. Our interim results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative of the results to be expected in any future period.

Zoomcar Holdings, Inc. Summary Financial Data

Condensed Balance Sheet Data (Unaudited)

(in USD)

Consolidated Statements of Operation Data

(Unaudited)

Our book value as of December 31, 2025, was approximately $ 27.43 million or approximately $(3.84) per share. Book value per share represents our total assets less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025.

Our tangible book value as of  December 31, 2025, was approximately $27.43 million or approximately $(3.84) per share. Tangible book value per share represents our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of common stock outstanding as of December 31, 2025. 

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(1) Except as set forth in the Offer Materials, there are no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers, directors or affiliates relating, directly or indirectly, to the Offer to Exchange.

(2) In addition to the requirements of applicable U.S. federal and state securities laws and the rules and regulations of the SEC, the Company expects to seek stockholder approval of the Authorized Share Increase at the annual meeting of stockholders to be held on or prior to the Expiration Date. The Company expects to file with the SEC a preliminary proxy statement and a definitive proxy statement in connection with such meeting. The Offer to Exchange will not be consummated unless and until the Authorized Share Increase has been approved and has become effective.

(3) Not applicable.

(4) Not applicable.

(5) None.

(b) Other Material Information. The information set forth in the Offer Materials is incorporated herein by reference.

Item 12. Exhibits.

The following exhibits are filed as a part of this Schedule TO:

Item 13. Information Required by Schedule 13e-3.

Not applicable.

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.