Zoomcar Holdings, Inc. 8-K

What Happened
Zoomcar Holdings, Inc. announced that on March 11, 2026 it terminated in full the offer to exchange certain common stock purchase warrants (the "February Offer") that had commenced February 27, 2026. The Company will instead consolidate those warrants into its previously commenced January offer to exchange (filed on Schedule TO on January 23, 2026, as amended). The February Offer had proposed an exchange ratio of 20,000 shares of common stock per Warrant, but no shares will be issued under the terminated February Offer.

Key Details

• The Company filed this Item 8.01 disclosure on Form 8-K dated March 12, 2026 reporting the March 11, 2026 termination.
• 493 Warrants had been validly tendered and not validly withdrawn at termination; all such Warrants will be promptly returned to tendering holders.
• All outstanding Warrants remain outstanding under their original terms and will be eligible to participate in the January Offer once the January Schedule TO is amended to add these Warrants and holders.
• The February Offer withdrawal was accompanied by Amendment No. 1 to the February Offer Schedule TO; Zoomcar is concurrently filing an amendment to the January Offer to include the Warrants.

Why It Matters
For investors, the immediate effect is that no shares will be issued under the now-terminated February Offer and holders who tendered will have their Warrants returned and retain their original rights. The consolidation means any decision about exchanging these Warrants for common stock will be handled under the January exchange offer’s terms once the January Schedule TO is amended, so holders should review the January offer materials for the final mechanics and terms.