Zoomcar launches warrant exchange offer and $5 million bridge financing

Zoomcar Holdings Inc. (OTCQB: ZCAR) announced the launch of a voluntary offer to exchange outstanding warrants for common stock shares and commenced a private placement bridge financing of up to $5 million.

The warrant exchange offer covers multiple series of existing warrants with varying exchange ratios. Common Warrants will exchange at a ratio of 20,000 shares of common stock per warrant, while Series A Warrants, Series B Warrants, Pre-Funded Warrants, and various Placement Agent Warrants will exchange at 10 shares of common stock per warrant.

The company filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on January 23, 2026. The exchange offer aims to simplify the company's capital structure by reducing the number of outstanding warrant instruments. The offer requires stockholder approval for an amendment to increase authorized shares of common stock, which the company expects to seek at its upcoming annual meeting.

Shares issued through the exchange will be subject to contractual lock-up restrictions on transfer. The exchange relies on the exemption provided by Section 3(a)(9) of the Securities Act, with no commissions or remuneration paid for soliciting warrant tenders.

The bridge financing will offer units priced at $1,000 each, with each unit comprising one share of Series A Convertible Preferred Stock and one warrant to purchase common stock. The preferred stock converts to common stock at $0.05 per share, while warrants are exercisable at $0.0625 per share. The financing has a minimum required offering of $2 million and is limited to verified accredited investors under Rule 506(c).

ThinkEquity LLC serves as the exclusive placement agent for the bridge financing. The company must file a registration statement for shares issuable upon preferred stock conversion by March 20, 2026.

Zoomcar intends to use proceeds for general corporate purposes, including working capital, balance sheet support, and funding operations and strategic initiatives related to pursuing a national securities exchange listing.

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