Amendment: SEC Form SC TO-I/A filed by Zoomcar Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 2
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))
Common Stock Purchase Warrants Series A Common Stock Purchase Warrants Series B Common Stock Purchase Warrants Pre-Funded Warrants to Purchase Common Stock Bridge Placement Agent Common Stock Purchase Warrants Placement Agent Common Stock Purchase Warrants Series A Placement Agent Warrants |
N/A | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
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 box if the filing relates solely to preliminary communications before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. | |
| ☒ | issuer tender offer subject to Rule 13e-4. | |
| ☐ | going-private transaction subject to Rule 13e-3. | |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
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:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
(Amendment No. 2)
This Amendment No.2 (this “Amendment”) amends the Tender Offer Statement (together with any amendments and supplements thereto, the (“Schedule TO”), filed with the Securities and Exchange Commission (“SEC”) on December 23, 2026 by Zoomcar Holdings, Inc., a Delaware corporation (the “Company” or “Zoomcar”) in response to a comment letter received by the Company from the Securities and Exchange Commission, dated January 28, 2026.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Schedule TO
The Schedule TO is hereby amended to supplement language in “Item 10. Financial Statements” with a summary of financial information required by Item 1010(c) of Regulation M-A as follows:
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 November 14, 2025, for the quarter ended September 30, 2025, each of which is incorporated herein by reference. The condensed balance sheet data as of September 30, 2025 and March 31, 2025 and the consolidated statements of operations data for the three and six months ended September 30, 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.
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Zoomcar Holdings, Inc. Summary Financial Data
Condensed Balance Sheet Data (Unaudited)
(in USD)
| As at | September 30, 2025 (Unaudited) | March 31, 2025 | ||||||
| Assets | ||||||||
| Current assets : | ||||||||
| Cash and cash equivalents (Refer Note 27- VIE) | $ | 169,357 | $ | 1,077,275 | ||||
| Accounts receivable, net of allowance for credit losses | 94,357 | 200,650 | ||||||
| Assets held for sale | 233,110 | 267,293 | ||||||
| Prepaid expenses | 418,376 | 1,020,170 | ||||||
| Balances with government authorities | - | 187,458 | ||||||
| Other current assets (Refer Note 27- VIE) | 227,106 | 261,200 | ||||||
| Total current assets | $ | 1,142,306 | $ | 3,014,046 | ||||
| Other non-current assets, net of allowance for credit losses | 614,580 | 705,767 | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities : | ||||||||
| Accounts payable (Refer Note 27- VIE) | $ | 13,805,383 | $ | 12,396,147 | ||||
| Accounts payable towards related parties | 152,435 | 152,435 | ||||||
| Current maturities of long-term debt | 2,387,943 | 2,851,341 | ||||||
| Current portion of operating lease liabilities | 310,838 | 316,756 | ||||||
| Finance lease liabilities | 2,468,617 | 3,966,962 | ||||||
| Contract liabilities | 795,871 | 471,720 | ||||||
| Current portion of pension and other employee obligations (Refer Note 27- VIE) | 153,361 | 152,872 | ||||||
| Unsecured notes | 509,850 | - | ||||||
| Convertible Redeemable note | 370,557 | - | ||||||
| Unsecured convertible note | 6,272,911 | 6,002,269 | ||||||
| Other current liabilities (Refer Note 27- VIE) | 2,497,449 | 3,199,649 | ||||||
| Total current liabilities | $ | 29,725,215 | $ | 29,510,151 | ||||
| Operating lease liabilities, less current portion | 670,459 | 801,981 | ||||||
| Pension and other employee obligations, less current portion | 438,370 | 394,030 | ||||||
| Total liabilities | $ | 30,834,044 | $ | 30,706,162 | ||||
| Commitments and contingencies (Note 29) | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock, $0.0001 par value per share, 250,000,000 shares authorized as of September 30, 2025 and March 31, 2025; 6,902,727 shares and 2,462,418 shares issued and outstanding as of September 30, 2025 and March 31, 2025 respectively | 690 | 246 | ||||||
| Additional paid-in capital | 309,163,442 | 305,693,199 | ||||||
| Accumulated deficit | (338,173,267 | ) | (333,173,805 | ) | ||||
| Accumulated other comprehensive income | 1,293,525 | 2,131,522 | ||||||
| Total stockholders’ deficit | $ | (27,715,610 | ) | $ | (25,348,838 | ) | ||
| Total liabilities and stockholders’ deficit | $ | 3,118,434 | $ | 5,357,324 | ||||
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Consolidated Statements of Operation Data
(Unaudited)
Three
months ended | Six
months ended | Year ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||
| Revenues from services | $ | 2,281,111 | $ | 2,239,538 | $ | 4,581,435 | $ | 4,445,940 | $ | 9,024,576 | $ | 9,836,434 | ||||||||||||
| Other revenues | 5,999 | 7,359 | 18,428 | 41,942 | 81,315 | 60,799 | ||||||||||||||||||
| Total revenue | $ | 2,287,110 | $ | 2,246,897 | $ | 4,599,863 | $ | 4,487,882 | $ | 9,105,891 | $ | 9,897,233 | ||||||||||||
Three
months ended | Six
months ended | Year ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss | $ | (794,149 | ) | (3,351,975 | ) | $ | (4,999,462 | ) | $ | (5,883,554 | ) | $ | (25,622,303 | ) | $ | (34,277,252 | ) | |||||||
| Net loss per share * | ||||||||||||||||||||||||
| Basic | $ | (0.07 | ) | $ | (88.56 | ) | $(0.49 | ) | $ | (163.15 | ) | $ | (51.84 | ) | $ | (3,839.73 | ) | |||||||
| Diluted | $ | (0.07 | ) | $ | (88.56 | ) | $(0.49 | ) | $ | (163.15 | ) | $ | (51.84 | ) | $ | (3,839.73 | ) | |||||||
| Weighted average shares used in computing loss per share: * | ||||||||||||||||||||||||
| Basic | 11,759,019 | 37,849 | 10,128,247 | 36,062 | 494,276 | 8,927 | ||||||||||||||||||
| Diluted | 11,759,019 | 37,849 | 10,128,247 | 36,062 | 494,276 | 8,927 | ||||||||||||||||||
| * | Prior period numbers have been adjusted to reflect the First Reverse Stock Split and the Second Reverse Stock Split of the Common Stock at a ratio of 1-for-100 and 1-for-20, respectively. (Refer Note) |
Our book value as of September 30, 2025, was approximately $(27.7) million or approximately $(4.02) 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 September 30, 2025.
Our tangible book value as of September 30, 2025, was approximately $(27.7) million or approximately $(4.02) 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 September 30, 2025.
Amendment to the Offer to Exchange
The Company amends the Offer to Exchange to remove language regarding the “safe harbor” provision in the “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” located in the Offer to Exchange. The amended Offer to Exchange is filed as Exhibit (a)(1)(A) to this Amendment and is incorporated herein by reference.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment
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Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented as listed below:
| * | Filed herewith |
| ** | Previously Filed. |
| # | To be filed by amendment, if necessary. |
Item 13. Information Required by Schedule 13e-3.
Not applicable.
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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.
| ZOOMCAR HOLDINGS, INC. | ||
| Date: February 2, 2026 | ||
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer | |
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