Amendment: SEC Form SC TO-I/A filed by Zoomcar Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 6

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

ZOOMCAR HOLDINGS, INC.

(Name of Subject Company and Filing Person (Issuer))

Deepankar Tiwari

Anjaneya Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India 560008

+91 8048821871

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies of communications to:

Morris C. Zarif, Esq.

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Park, NJ 07711

(732) 755-0146

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

SCHEDULE TO

(Amendment No. 6)

This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended by Amendment No. 1 filed on January 27, 2026, Amendment No. 2 filed on February 2, 2026, Amendment No. 3 filed on March 2, 2026, Amendment No. 4 filed on March 18, 2026, and Amendment No. 5 filed on April 15, 2026, collectively, the “Schedule TO”), initially filed with the Securities and Exchange Commission (the “SEC” or “Commission”) on January 23, 2026, by Zoomcar Holdings, Inc., a Delaware corporation (the “Company,” “Zoomcar,” “we,” “us,” or “our”).

This Amendment No. 6 is being filed to extend the Expiration Date of the Offer to Exchange by thirty-five (35) additional days, such that the Offer to Exchange will now expire at 5:00 p.m., Eastern Time, on June 30, 2026 (the “Expiration Date”), unless further extended by the Company.

The Company is extending the Expiration Date to provide additional time for holders of Existing Warrants to consider, and to participate in, the Offer to Exchange, and for the satisfaction of the conditions to the Offer to Exchange, including stockholder approval of an increase in the Company’s authorized shares of common stock.

Warrants previously tendered and not validly withdrawn remain validly tendered and do not need to be re-tendered. Holders who have not yet tendered, and holders who previously withdrew their tendered Warrants, may still participate in the Offer to Exchange by following the procedures described in the Schedule TO and the related Offer Materials. Tendered Warrants may be withdrawn at any time prior to the Expiration Date in accordance with the procedures described in the Schedule TO and the related Offer Materials.

Except as specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. All capitalized terms used in this Amendment but not otherwise defined herein have the respective meanings ascribed to them in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; Additional Information.

Items 1, 4 and 11 of the Schedule TO, and the disclosures incorporated therein by reference from the Offer to Exchange, are hereby amended and supplemented to reflect that the Expiration Date of the Offer to Exchange has been extended from 5:00 p.m., Eastern Time, on May 11, 2026 to 5:00 p.m., Eastern Time, to June 30, 2026, unless further extended by the Company. All references in the Schedule TO and the Offer Materials to the Expiration Date being May 11, 2026 are hereby amended to refer to June 30, 2026.

As of the date of this Amendment, based on information provided by the Exchange Agent, the Company has been advised that, since the commencement of the Offer to Exchange, no Existing Warrants have been validly tendered and not withdrawn. [NTD: Confirm with Exchange Agent (Vinyl Equity) and update as applicable; if any have been tendered, insert series-by-series tender count.]

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Item 13. Information Required by Schedule 13e-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ZOOMCAR HOLDINGS, INC.

Date: May 12, 2026

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