{"url_path":"/sec/zcar/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-078029-index.html","accession_number":"0001213900-26-078029","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-078029-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":2602,"has_tables":true,"body_markdown":"**UNITED\nSTATES **\n\n**SECURITIES\nAND EXCHANGE COMMISSION **\n\n**Washington,\nD.C. 20549**\n\n \n\n**FORM\n10-K**\n\n \n\n**(Mark\nOne)**\n\n☒\n**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n** **\n\n**For\nthe fiscal year ended March 31, 2026**\n\n** **\n\n**OR**\n\n** **\n\n☐\n**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For\nthe transition period from             to**            \n\n** **\n\n**Commission File Number 001-40964**\n\n \n\n**ZOOMCAR\nHOLDINGS, INC.**\n\n**(Exact\nname of registrant as specified in its charter)**\n\n** **\n\n**Delaware**   **99-0431609**\n\n(State or other jurisdiction of\nincorporation or organization)   (I.R.S. Employer\nIdentification No.)\n\n** **\n\n**Anjaneya\nTechno Park, No.147, 1st Floor\nKodihalli, Bangalore, India 560008**\n\n**+91\n8048821871**\n\n(Address,\nIncluding Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)\n\n \n\nSecurities\nregistered pursuant to Section 12(b) of the Act: None.\n\n \n\nSecurities\nregistered pursuant to Section 12(g) of the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**\n\nCommon Stock, par value $0.0001 per share   ZCAR\n\nWarrants, each exercisable for one share of Common Stock at a price of $11,420 per share, subject to adjustment   ZCARW\n\n \n\n \n\nIndicate\nby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒\n\n \n\nIndicate\nby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒\n\n \n\nIndicate\nby check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2)\nhas been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule\n405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer”,\n“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐   Accelerated filer ☐\n\nNon-accelerated filer ☒   Smaller reporting company ☒\n\n      Emerging growth company ☒\n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate\nby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness\nof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered\npublic accounting firm that prepared or issued its audit report. ☐\n\n \n\nIf\nsecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant\nincluded in the filing reflect the correction of an error to previously issued financial statements. ☐\n\n \n\nIndicate\nby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation\nreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\n \n\nIndicate\nby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒\n\n \n\nThe aggregate market value of the voting and non-voting common equity\nheld by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price\nof such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, September\n30, 2025, was $1,919,665.\n\n \n\nAs of July 13, 2026, 8,488,485 shares of the registrant’s common\nstock were outstanding.\n\n \n\n \n\n \n\n \n\n**Table\nof Contents** \n\n** **\n\n \n \n**Pages**\n\n[Part I](#a_001)\n \n \n\n \n[Item 1. Business](#a_002)\n1\n\n \n[Item 1A. Risk Factors](#a_003)\n24\n\n \n[Item 1B. Unresolved Staff Comments](#a_004)\n69\n\n \n[Item 1C. Cybersecurity](#a_005)\n69\n\n \n[Item 2. Properties](#a_006)\n71\n\n \n[Item 3. Legal Proceedings](#a_007)\n71\n\n \n[Item 4. Mine Safety Disclosures](#a_008)\n74\n\n[Part II](#a_009)\n \n \n\n \n[Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#a_010)\n75\n\n \n[Item\n6. Reserved](#a_011)\n76\n\n \n[Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_012)\n76\n\n \n[Item 7A. Quantitative and Qualitative Disclosures About Market Risk](#a_013)\n96\n\n \n[Item 8. Financial Statements and Supplementary Data](#a_014)\nF-1\n\n \n[Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures](#a_015)\n97\n\n \n[Item 9A. Controls and Procedures](#a_016)\n97\n\n \n[Item 9B. Other Information](#a_017)\n98\n\n \n[Item 9C. Disclosure Regarding Foreign Jurisdiction That Prevent Inspections](#a_018)\n98\n\n[Part III](#a_019)\n \n \n\n \n[Item 10. Directors, Executive Officers and Corporate Governance](#a_020)\n99\n\n \n[Item 11. Executive Compensation](#a_021)\n108\n\n \n[Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters](#a_022)\n117\n\n \n[Item 13. Certain Relationships and Related Transactions, and Director Independence](#a_023)\n119\n\n \n[Item 14. Principal Accounting Fees and Services](#a_024)\n124\n\n[Part IV](#a_025)\n \n \n\n \n[Item 15. Exhibits, Financial Statement Schedules](#a_026)\n125\n\n \n[Item 16. Form 10-K Summary](#a_027)\n128\n\n \n[Signatures](#a_028)\n129\n\n \n\ni\n\n \n\n**SPECIAL\nNOTE REGARDING FORWARD-LOOKING STATEMENTS**\n\n** **\n\nThis\nAnnual Report on Form 10-K may contain certain statements that may constitute forward-looking statements within the meaning of the “safe\nharbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements\nregarding expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding us and the future held\nby our management team and the products and markets, future financial condition, expected future performance and market opportunities\nof our business. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.\nSuch statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form\n10-K, forward-looking statements may be identified by the use of words such as “estimate,” “continue,” “could,”\n“may,” “might,” “possible,” “predict,” “should,” “would,” “plan,”\n“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”\n“believe,” “seek,” “target,” “designed to” or other similar expressions that predict\nor indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections,\nforecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.\n\n \n\nWe\ncaution readers of this Annual Report on Form 10-K that these forward-looking statements are subject to risks and uncertainties, most\nof which are difficult to predict and many of which are beyond our control, which could cause the actual results to differ materially\nfrom the expected results. The following factors, among others, could cause actual results and the timing of events to differ materially\nfrom the anticipated results or other expectations expressed in the forward-looking statements contained in this Annual Report on Form\n10-K:\n\n \n\n \n●\nour\nability to maintain the quotation of our Common Stock on the OTCQB;\n\n \n\n \n●\nour\nability to execute our anticipated business plans and strategy, particularly in light of our current liquidity and capital resources;\n\n \n \n \n\n \n●\nthe\nrisk that the Business Combination disrupts our plans and operations;\n\n \n \n \n\n \n●\nthe\nability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,\nthe ability of the Company to grow and manage growth profitably, maintain its reputation, increase the numbers of Hosts, Guests and\nregistered vehicles on our platform, maintain relationships with Hosts and Guests and retain our management and key employees;\n\n \n\n \n●\nour\nability to obtain additional capital, which will be necessary to continue our business and operations;\n\n \n\n \n●\nour\nlimited operating history under our current business model and history of net losses;\n\n \n\n \n●\nour\nreliance on key technology providers and payment processors facilitating payments to and by our customers;\n\n \n\n \n●\nunfavorable\ninterpretations of laws or regulations or changes in applicable laws or regulations;\n\n \n\n \n●\nthe\npossibility that we may be adversely affected by other economic, business, regulatory, and/or competitive factors;\n\n \n\n \n●\nour\nestimates of future bookings, revenues and capital requirements;\n\n \n\n \n●\nthe\nevolution of the markets in which we compete;\n\n \n\n \n●\npolitical\ninstability associated with operating in current and future emerging markets we have entered or may later enter;\n\n \n\n \n●\nrisks\nassociated with our ability to obtain and maintain adequate insurance to cover risks associated with business operations now or in\nthe future;\n\n \n\nii\n\n \n\n \n●\nour\nability to adhere to legal requirements with respect to the protection of personal data and privacy laws;\n\n \n\n \n●\ncybersecurity\nrisks, data loss and other breaches of our network security and the disclosure of personal information or the infringement upon our\nintellectual property by unauthorized third parties;\n\n \n\n \n●\nrisks\nassociated with the performance or reliability of infrastructure upon which we rely, including, but not limited to, internet and\ncellular phone services;\n\n \n\n \n●\nthe\nrisk of regulatory or other lawsuits or proceedings relating to our platform or the peer-to-peer car sharing we facilitate;\n\n \n\n \n●\nincreased\ncompliance risks associated with operating in multiple foreign jurisdictions at once, including regulatory and accounting compliance\nissues;\n\n \n\n \n●\nour\nability to manage the risks associated with current defaults of our outstanding indebtedness and other payment obligations to third-parties\nand breaches or potential breaches of our contractual and other outstanding obligations;\n\n \n\n \n●\nother\nrisks and uncertainties described in this Annual Report on Form 10-K, including those under the section entitled “*Risk Factors*.”\n\n \n\nIf\nany of these risks materialize or any of our assumptions prove incorrect, actual results could differ materially from the results implied\nby these forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial\nthat could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking\nstatements reflect our expectations, plans or forecasts of future events and views as of the date of this Annual Report on Form 10-K.\nWe anticipate that subsequent events and developments may cause our assessments to change. However, while we may elect to update these\nforward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements\nshould not be relied upon as representing our assessments as of any date subsequent to the date of this Annual Report on Form 10-K. Accordingly,\nundue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely\nto, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those\nforward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to\nany degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected\nfinancial information and other information are based on estimates and assumptions that are inherently subject to various significant\nrisks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements are not guarantees of performance.\nAll forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by the foregoing\ncautionary statements.\n\n \n\nYou\nshould not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained\nin this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe\nmay affect our business, financial condition and operating results. The outcome of the events described in these forward- looking statements\nis subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this\nAnnual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties\nemerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking\nstatements contained in this Annual Report on Form 10-K. The results, events and circumstances reflected in the forward-looking statements\nmay not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking\nstatements.\n\n \n\nIn\naddition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These\nstatements are based on information available to us as of the date of this Annual Report on Form 10-K. While we believe that information\nprovides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to\nindicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain,\nand investors are cautioned not to unduly rely on these statements.\n\n \n\nThe\nforward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made.\nWe undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances\nafter the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as\nrequired by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you\nshould not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact\nof any future acquisitions, mergers, dispositions, joint ventures or investments.\n\n \n\niii\n\n \n\n**FREQUENTLY\nUSED TERMS**\n\n** **\n\nUnless\notherwise stated in this annual report or the context otherwise requires, references to:\n\n \n\n“**ACM**”\nmeans ACM Zoomcar Convert LLC.\n\n \n\n“**Board**”\nmeans the board of directors of the Company. References herein to the Company will include its subsidiaries to the extent reasonably\napplicable.\n\n \n\n“**Business\nCombination**” means the business combination of the IOAC and Zoomcar pursuant to the terms of the Merger Agreement and the other\ntransactions contemplated by the Merger Agreement.\n\n \n\n“**Closing\nDate**” means December 28, 2023.\n\n \n\n**“Common\nStock**” means the shares of Common Stock, par value $0.0001 per share, of the Company.\n\n \n\n“**Company**”,\n“**we**”, “**us**”, “**our**” and “**Zoomcar**” means (i) Zoomcar Holdings,\nInc., a Delaware corporation, and its consolidated subsidiaries following the Closing\n\n \n\n“**Incentive\nPlan**” means the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan.\n\n \n\n“**Exchange\nAct**” means the Securities Exchange Act of 1934, as amended.\n\n \n\n**“GAAP”**means generally accepted accounting principles in the United States.\n\n \n\n“**IOAC**”\nmeans the Company prior to the Closing.\n\n \n\n“**Merger**”\nmeans the merger of Merger Sub with and into Zoomcar, with Zoomcar continuing as the surviving corporation and as a wholly-owned subsidiary\nof the Company, in accordance with the terms of the Merger Agreement.\n\n \n\n“**Nasdaq**”\nmeans The Nasdaq Stock Market LLC.\n\n \n\n“**Ordinary\nShares**” means the Class A Ordinary Shares and Class B Ordinary Shares.\n\n \n\n“**OTCQX**”\nmeans the OTCQX Best Market of the OTC Markets Group.\n\n \n\n“**Post-Closing\nAmendment**” means the amendment to the Merger Agreement, dated as of December 29, 2023.\n\n \n\n“**Public\nWarrants**” means one (1) whole redeemable warrant that was included in as part of each Unit, entitling the holder thereof to\npurchase one (1) share of Common Stock after the Business Combination at a purchase price of $11,420.00 per share.\n\n \n\n“**SEC**”\nmeans the U.S. Securities and Exchange Commission.\n\n \n\n“**Securities\nAct**” means the Securities Act of 1933, as amended.\n\n \n\n“**Transfer\nAgent**” means Equiniti Trust Company, LLC\n\n \n\n“**Zoomcar,\nInc.**” means Zoomcar, Inc., a Delaware corporation. References herein to Zoomcar will include its subsidiaries to the extent\nreasonably applicable.\n\n \n\n“**Zoomcar\nIndia**” means Zoomcar India Private Limited, an Indian limited liability company and subsidiary of Zoomcar.\n\n \n\n“**Zoomcar\nStockholders**” means security holders of Zoomcar prior to the Closing, including holders of outstanding shares of Zoomcar India.\n\n \n\niv\n\n \n\n**Part\nI**"}