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Zoomcar Announces Launch of Offer to Exchange Outstanding Warrants for Common Stock and Commences up to $5.0 Million Rule 506(c) Bridge Financing Private Placement

ZCAR
  • Zoomcar Holdings, Inc. (OTCQB: ZCAR) announced a voluntary offer to exchange existing warrant series for common stock to simplify its capital structure & reduce administrative complexity.
  • The exchange ratios include 20,000 common shares per 1 Common Warrant, & 10 common shares per 1 unit of Series A, Series B, Pre-Funded, Bridge Placement Agent, Placement Agent, & Series A Placement Agent warrants.
  • The company simultaneously launched a bridge financing of up to $5,000,000 with a minimum requirement of $2,000,000 via private placement under Rule 506(c).
  • Bridge financing units are priced at $1,000 each, consisting of one share of Series A Convertible Preferred Stock & one warrant to purchase one common share.
  • The Series A Preferred Stock has a senior liquidation preference, converts at $0.05 per share, & is accompanied by warrants exercisable at $0.0625 per share.
  • ThinkEquity LLC is acting as the exclusive placement agent for the bridge financing, which is limited to verified accredited investors.
  • Proceeds from the bridge financing will be used for general corporate purposes, including working capital, balance sheet support, & costs related to pursuing a national stock exchange listing.
  • The company must file a registration statement for shares issuable upon conversion of the preferred stock by March 20, 2026.
  • The offer to exchange is subject to obtaining stockholder approval for an amendment to increase authorized common shares, expected at the upcoming annual meeting.
  • Shares issued from the exchange will be subject to contractual lock-up restrictions preventing sale or transfer during the applicable period.
  • The exchange offer relies on the Section 3(a)(9) Securities Act exemption & no commissions will be paid for soliciting tenders.