Material Event (Form 8-K)

Item 8.01 Other Events.

On March 11, 2026, Zoomcar Holdings, Inc. (the "Company") terminated, in its entirety, the offer to exchange (the "February Offer") previously commenced on February 27, 2026, pursuant to which the Company had offered to eligible holders of its outstanding common stock purchase warrants issued as of February 26, 2026, under that certain Securities Purchase Agreement dated February 25, 2026 (the "Warrants"), the opportunity to exchange such Warrants for shares of the Company's common stock, par value $0.0001 per share, at an exchange ratio of 20,000 shares per Warrant.

The Company has determined to terminate the February Offer and to consolidate the exchange of the Warrants into the Company's previously commenced offer to exchange filed on Schedule TO on January 23, 2026, as amended (the "January Offer"). In connection with the consolidation, the Company is filing concurrently herewith an amendment to the January Offer Schedule TO in order to add the Warrants as eligible securities and the holders thereof as eligible participants under the January Offer.

As a result of the termination of the February Offer: (i) the February Offer is withdrawn in its entirety and no Warrants will be accepted for exchange thereunder; (ii) no shares of Common Stock will be issued in connection with the February Offer; and (iii) all outstanding Warrants continue to remain outstanding in accordance with their original terms and conditions and will be eligible for participation in the January Offer as described in the January Offer materials, as amended. As of the termination of the February Offer, an aggregate of 493 Warrants had been validly tendered and not validly withdrawn. In accordance with the terms of the Offer and applicable law, all Warrants previously tendered and not withdrawn will be promptly returned to the respective tendering holders, and no shares of Common Stock will be issued in connection with the terminated Offer. Upon such return, holders will retain all rights under the original terms of their Warrants, and no further action is required by any holder in connection with the terminated Offer.

Amendment No. 1 to the February Offer Schedule TO, reporting the termination of the February Offer, has been filed with the SEC concurrently herewith. The Company has provided or is providing written notice of the termination and the consolidation into the January Offer to all eligible Warrant holders.