Zoomcar Holdings, Inc. announced a voluntary offer to exchange outstanding common stock purchase warrants issued in its February 25, 2026 private placement for shares of common stock pursuant to a Schedule TO filed with the SEC.

Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the "Company"), the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the commencement of a voluntary offer to exchange its outstanding common stock purchase warrants issued in the Company's private placement completed on February 25, 2026 and outstanding as of February 26, 2026 (the "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 Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026, as may be amended or supplemented from time to time (the "Schedule TO").

The Offer to Exchange

Under the offer to exchange, subject to the terms and conditions described in the Schedule TO and the related offer materials, eligible holders of record of Warrants as of February 26, 2026 that are verified accredited investors may tender such Warrants to the Company in exchange for shares of Common Stock at an exchange ratio of 20,000 shares of Common Stock for each one (1) Warrant tendered and accepted for exchange (the "Exchange Ratio").

The Company is making the offer to exchange as part of a broader effort to simplify its capital structure by reducing the number of outstanding warrant instruments and consolidating its equity capitalization. The Company believes this may reduce administrative complexity associated with multiple classes of instruments and related tracking and reporting obligations.

Holders who wish to participate in the offer to exchange must validly tender their Warrants in accordance with the procedures and prior to the expiration date set forth in the Schedule TO and related offer materials. Tendered Warrants may be withdrawn at any time prior to the expiration of the offer in accordance with the terms described in the Schedule TO.

The offer to exchange will expire at 5:00 p.m., Eastern Time, on March 31, 2026, unless extended by the Company.

The offer to exchange is subject to the terms and conditions described in the Schedule TO, including, among other things, the Company's ability to obtain stockholder approval for an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock. The Company expects to seek such stockholder approval at its upcoming annual meeting.

Any shares of Common Stock issued in exchange for Warrants will be issued as restricted securities and will be subject to contractual lock-up restrictions on transfer, as described in the Schedule TO and the related offer materials. During the applicable lock-up period, holders will be restricted from selling, transferring, or otherwise disposing of such shares, subject to limited customary exceptions.

Further Information Regarding the Offer to Exchange

The offer to exchange is being made solely pursuant to the Schedule TO and the related offer materials. Holders of Warrants are urged to read the Schedule TO and the related offer materials carefully, as they contain important information regarding the offer to exchange.

http://www.datamonitor.com
Republication or redistribution, including by framing or similar means,
is expressly prohibited without prior written consent. Datamonitor shall 
not be liable for errors or delays in the content, or for any actions 
taken in reliance thereon
COMTEX_478414137/2227/2026-05-02T19:27:12