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): ~~January~~February 2319, 2026

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 7.01 Regulation FD Disclosure

OnPrivate ~~January~~Placement ~~23, 2026, the Company commenced an offer to exchange (the “Offer to Exchange”) eligible outstanding 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 January 23, 2026 (as it may be amended or supplemented from time to time, the “Offer to Exchange”), and the related letter(s) of transmittal and consent, notice(s) 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 the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”).Warrants

~~The~~On ~~Offer~~February to19, ~~Exchange~~2026, ~~relates~~Zoomcar toHoldings, ~~eligible~~Inc. ~~holders of the Company’s outstanding:~~ (~~i) common stock purchase warrants (~~the “~~Common Warrants~~Company”)~~, (ii) Series A common stock~~ ~~purchase~~launched ~~warrants~~a ~~(the~~private ~~“Series~~placement ~~A Warrants”),~~ (~~iii) Series B common stock purchase warrants (~~the “~~Series~~Private ~~B Warrants~~Placement”)~~, (iv)~~ ~~pre-funded~~pursuant ~~warrants~~ to ~~purchase~~Section ~~shares of Common Stock~~ 4(~~the “Pre-Funded Warrants”~~a), (v2) ~~Bridge~~of ~~placement agent common stock purchase warrants issued in connection with~~ the ~~Company’s~~Securities ~~bridge~~Act ~~financing~~of ~~on June 18~~1933, ~~2024~~as ~~(the “Bridge Placement Agent~~amended ~~Warrants”),~~ (~~vi) placement agent common stock purchase warrants issued in connection with~~ the ~~Company’s private placement dated November _5, 2024 (the~~ “~~Placement~~Securities ~~Agent Warrants~~Act”), and Rule 506(~~vii~~c) ~~Series~~of ARegulation ~~placement~~D ~~agent~~promulgated warrants issued in connection with the Company’s private placement dated November 5, 2024 (the “Series A Placement Agent Warrants” and, together with the Common Warrants, Series A Warrants, Series B Warrants, Pre-Funded Warrants, Bridge Placement Agent Warrants and Placement Agent Warrants, the “Existing Warrants”)thereunder.

~~Under~~Pursuant ~~the Offer~~ to ~~Exchange, subject to~~ the ~~terms and~~Private ~~conditions described in the Offer Materials~~Placement, the Company is offering to ~~exchange the Existing Warrants for shares of Common Stock~~issue atcommon ~~the~~stock ~~following~~purchase ~~exchange~~warrants ~~ratios~~ (~~each, an “Exchange Ratio” and collectively,~~ the “~~Exchange Ratios~~Warrants”): ~~(i)~~to ~~for each~~verified ~~one~~accredited ~~(1)~~investors. ~~Common~~Each Warrant ~~tendered~~is ~~and accepted for exchange, twenty thousand (20,000) shares of Common Stock; (ii) for each one (1)~~exercisable ~~Series A Warrant tendered and accepted~~ for ~~exchange, ten (10) shares of Common Stock; (iii) for each~~ one ~~(1)~~share ~~Series B Warrant tendered and accepted for exchange, ten (10) shares~~ of ~~Common~~the ~~Stock;~~Company’s ~~(iv)~~common ~~for each one (1) Pre-Funded Warrant tendered and accepted for exchange~~stock, ~~ten~~ ~~(10)~~par ~~shares~~value of$0.0001 ~~Common~~per ~~Stock;~~share (v)the ~~for each one (1) Bridge Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of~~ “Common Stock~~; (vi~~”) ~~for each one (1) Placement Agent Warrant tendered and accepted for exchange~~, ~~ten~~at ~~(10)~~an ~~shares~~initial ~~of Common Stock; and~~exercise ~~(vii)~~price ~~for~~of ~~each~~$6,000 ~~one~~per ~~(1) Series A Placement Agent Warrant tendered and accepted for exchange~~share, ~~ten~~subject ~~(10)~~to ~~shares~~adjustment ofas ~~Common~~set ~~Stock~~forth therein.

InThe ~~addition, concurrently with the Offer to Exchange, the Company may solicit consents from holders of certain classes of Existing~~ Warrants tohave ~~amend~~not ~~the~~been ~~governing~~registered ~~warrant~~under ~~instruments and related agreements to facilitate~~ the ~~Offer~~Securities toAct ~~Exchange and/~~or ~~the post-offer treatment of~~ any ~~Existing Warrants that remain outstanding (the “Warrant~~ ~~Amendments”).~~state ~~The~~securities ~~Series~~laws ~~A Warrants~~ and ~~Series B Warrants~~ may not be ~~amended~~offered asor asold ~~class~~in ~~with~~ the ~~consent~~United ofStates ~~holders~~absent ofregistration aor ~~majority~~an ~~in interest of such warrants. The scope, terms and~~ applicable ~~approval~~exemption ~~thresholds~~from ~~for any Warrant Amendments will be described in the Offer Materials~~registration.

~~The~~Contemplated ~~Company~~Separate ~~intends~~Warrant ~~to issue the shares of Common Stock offered in the Offer to~~ Exchange in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and 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.~~

~~The~~Following ~~Offer~~the toissuance ~~Exchange~~of isthe ~~conditioned upon~~Warrants, ~~among other things,~~ the ~~adoption by the~~ Company’s ~~stockholders~~intends ofto commence an ~~amendment~~issuer offer to ~~the~~exchange ~~Company’s Amended~~ and/or ~~Restated~~tender ~~Certificate of~~offer ~~Incorporation to increase the number of authorized shares of Common Stock~~ (the “~~Authorized~~Exchange ~~Share Increase~~Offer”) ~~and~~pursuant ~~the~~to ~~filing and~~which ~~effectiveness~~eligible ofholders ~~such amendment with the Secretary~~ of ~~State~~record of ~~the~~Warrants that ~~State~~are ofverified ~~Delaware.~~accredited ~~The~~investors ~~Company~~may ~~expects~~tender ~~to seek~~ such ~~stockholder approval~~Warrants in ~~connection~~exchange ~~with~~for ~~the~~shares ~~Company’s annual meeting~~ of ~~stockholders~~Common ~~and related proxy solicitation~~Stock.

The ~~Offer~~Company tocurrently ~~Exchange~~anticipates isthat, ~~being~~subject ~~made~~to ~~only~~the ~~pursuant~~terms and conditions to be set forth in the offer materials, the exchange ratio for the Exchange Offer ~~Materials.~~would ~~Holders~~be one (1) share of ~~Existing~~Common Stock for each 20,000 Warrants ~~should~~tendered ~~read~~and accepted for exchange. However, the ~~Offer~~Company ~~Materials~~may ~~carefully~~modify ~~because~~the ~~they~~exchange ~~contain~~ratio ~~important~~and ~~information about~~other ~~the~~terms ~~Offer~~prior to ~~Exchange~~commencement.

1The Exchange Offer, if commenced, is expected to be conducted in reliance on Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder. Any shares issued in the Exchange Offer would be issued as restricted securities, would bear an appropriate restrictive legend, and would be subject to contractual transfer restrictions, including a lock-up agreement.

~~Bridge~~The ~~Financing~~Private /Placement and the Exchange Offer are not conditioned upon each other. Participation in the Private Placement will not be conditioned on participation in the Exchange Offer, and participation in the Exchange Offer will not be conditioned on participation in the Private Placement. The Company has not entered into, and will not enter into, any agreement, arrangement or understanding with any participant regarding whether such participant will tender any Warrants in the Exchange Offer.

~~Also~~This Current Report on ~~January~~Form ~~23,~~8-K ~~2026,~~is ~~the~~for ~~Company~~informational ~~launched~~purposes only aand ~~Bridge~~does ~~Financing~~not ~~being~~constitute ~~conducted~~an asoffer ato ~~private~~sell ~~placement~~or the solicitation of an offer to ~~“accredited~~buy ~~investors”~~any ~~pursuant~~securities. Any offer to ~~Rule~~sell ~~506(c)~~securities ~~under~~in the ~~Securities~~Private ~~Act~~Placement ofwill ~~1933~~be made only pursuant to definitive offering documents. Any offer to exchange or purchase securities in the Exchange Offer, if ascommenced, ~~amended~~will (be made only pursuant to definitive offer materials filed with the “Securities ~~Act”)~~and Exchange Commission.

~~Pursuant~~The toinformation ~~the~~in ~~Bridge~~this ~~Financing,~~Item ~~the~~7.01 ~~Company~~ is ~~offering~~furnished uppursuant to ~~$5,000,000~~Item of7.01 and ~~units~~shall ~~(the~~not be deemed “~~Units~~filed”), ~~with~~for apurposes ~~minimum~~of ~~offering~~Section ~~amount~~18 of ~~$2,000,000 required to consummate~~ the ~~offering~~ onSecurities orExchange ~~before~~Act ~~February~~of 281934, ~~2026~~as amended (the “~~Offering Termination Date~~Exchange Act”)., Ifor ~~the~~otherwise ~~minimum~~subject ~~offering~~to ~~amount is not achieved by~~ the ~~Offering~~liabilities ~~Termination~~of ~~Date~~that section, ~~funds~~nor ~~received~~shall ~~from~~it ~~prospective purchasers will~~ be ~~returned~~deemed ~~without~~incorporated ~~interest.~~by Ifreference ~~the~~into ~~minimum~~any ~~offering~~filing ~~amount~~under ~~is achieved,~~ the ~~Company~~Securities ~~may~~Act ~~hold one~~ or ~~more closings up to~~ the ~~earlier~~Exchange ofAct, ~~(i)~~except ~~the~~as ~~sale~~expressly ofset ~~the~~forth ~~maximum~~by ~~offering~~specific ~~amount~~reference orin ~~(ii) the~~such ~~Offering Termination Date~~filing.

Each Unit consists of (i) one share of Series A Convertible Preferred Stock (the “Preferred Stock”) and (ii) one warrant to purchase one share of Common Stock (the “Warrant”). The purchase price is $1,000 per Unit. The Preferred Stock has a senior liquidation preference to the Common Stock and is convertible into Common Stock at an initial conversion price of $0.05 per share, subject to certain reset and other provisions described in the PPM and the certificate of designation for the Preferred Stock. Each Warrant is exercisable for one share of Common Stock at an initial exercise price of $0.0625 per share, subject to adjustment.

The Bridge Financing securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The Company has engaged ThinkEquity LLC as exclusive placement agent for the Bridge Financing on a reasonable best efforts basis.

The Company’s investor presentation used in connection with the Bridge Financing is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01 is intended to be furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number		Description
99.1		Investor Presentation
99.2		Press Release, dated January 23, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL)

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: January 23, 2026	Zoomcar Holdings, Inc.
Dated: February 19, 2026	Zoomcar Holdings, Inc.
	By:	/s/ Shachi Singh
	Name:	Shachi Singh
	Title:	Chief Legal Officer

Filing Compare · Zoomcar Holdings, Inc.