{"url_path":"/sec/zcarw/8-k/2026-05-20/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-059604-index.html","accession_number":"0001213900-26-059604","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-059604-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":632,"has_tables":true,"body_markdown":"** **\n\n**Item 7.01. Regulation FD Disclosure.**\n\n \n\nOn May 20, 2026, the Company distributed the Shareholder\nLetter to its shareholders, warrant holders, and participants in the Company’s previously announced offer to exchange certain outstanding\nwarrants for shares of the Company’s common stock.\n\n \n\nA copy of the Shareholder Letter is furnished\nas Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information set forth in\nthis Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed”\nfor purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated\nby reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such\nfiling.\n\n \n\nThe Shareholder Letter contains references to\nthe Company’s previously announced offer to exchange outstanding warrants for shares of common stock (the “Offer to Exchange”).\nThe Offer to Exchange is being made pursuant to the Company’s Tender Offer Statement on Schedule TO, originally filed with the SEC\non January 23, 2026, as amended and restated or amended to date (the “Schedule TO”), and the related offer materials filed\nas exhibits thereto. The information set forth in this Current Report on Form 8-K is for informational purposes only and does not constitute\nan offer to purchase, or a solicitation of an offer to sell, any securities. The Offer to Exchange is being made only pursuant to the\noffer materials filed with the SEC. Holders are urged to read the Schedule TO, as amended, and the related offer materials, which contain\nimportant information regarding the Offer to Exchange.\n\n** **\n\n****\n\n1 \n\n \n\n** **\n\n****The Shareholder Letter also contains references\nto the Company’s ongoing bridge financing (the “Bridge Financing”). The securities offered in the Bridge Financing have\nnot been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration\nor an applicable exemption from registration. The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the\nSecurities Act and is available only to verified accredited investors. This Current Report on Form 8-K does not constitute an offer to\nsell, or a solicitation of an offer to buy, any securities in the Bridge Financing or any other securities of the Company, nor shall there\nbe any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such jurisdiction.\n\n** **\n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K and the Shareholder\nLetter furnished as Exhibit 99.1 hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities\nAct and Section 21E of the Exchange Act. Forward-looking statements are subject to risks and uncertainties that could cause actual results\nto differ materially from those expressed or implied by such statements. Additional information regarding these and other risks is contained\nin the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on\nForm 10-Q and Current Reports on Form 8-K, which are available at www.sec.gov. The forward-looking statements speak only as of the date\nhereof and, except as required by applicable law, the Company undertakes no obligation to update or revise any such statements. The safe\nharbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in connection\nwith a tender offer; accordingly, the Company is relying on the cautionary statements contained in the Shareholder Letter and herein,\nand not the statutory safe harbor, with respect to any forward-looking statements relating to the Offer to Exchange."}