Zoomcar Holdings completed an offer to exchange certain outstanding warrants for shares of common stock under Section 3(a)(9) of the Securities Act. The offer expired on August 14, 2026, with 6,029,194 Existing Warrants validly tendered by 832 holders, representing approximately 63% of outstanding warrants. In exchange, Zoomcar will issue an aggregate of 317,683,180 shares of restricted Common Stock. No cash consideration was paid in the transaction. Tendering holders executed lock-up agreements restricting transfer of 50% of received shares for twelve months and the remaining 50% for eighteen months. All accepted warrants will be retired and canceled upon issuance. Zoomcar operates a peer-to-peer self-drive car-sharing marketplace in India.
