Approximately 6.03 million Existing Warrants exchanged for approximately 317.7 million shares of Common  Stock; all participating holders subject to lock-ups of twelve to eighteen months 

Bengaluru, India, August 31, 2026 /PRNewswire/ — Zoomcar Holdings, Inc. (OTCQB: ZCAR) (the “Company”),  the leading peer-to-peer self-drive car-sharing marketplace in India, today announced the completion of its  previously announced offer to exchange certain outstanding warrants for shares of its common stock, par value  $0.0001 per share (“Common Stock”) (the “Offer to Exchange”). Holders of approximately 63% of the Existing  Warrants outstanding immediately prior to expiration chose to participate, and those warrants will be retired. 

The Offer to Exchange commenced on January 23, 2026 and expired at 5:00 p.m., Eastern Time, on August 14,  2026 (the “Expiration Date”). Vinyl Equity, Inc., the exchange agent for the Offer to Exchange, certified that 832  letters of transmittal representing 6,029,194 Existing Warrants were validly tendered and not withdrawn as of  the Expiration Date. The Company accepted all of them for exchange and will issue an aggregate of 317,683,180  shares of Common Stock in accordance with the exchange ratios described in the Offer to Exchange. 

Results by Warrant Class 

Class of Warrant Number Tendered and  Accepted 

Shares of Common Stock  Issuable 

Common Warrants & 2026 Common  Warrants 

12,876 257,520,000 

Series A Warrants 1,000,417 10,004,170 Series B Warrants 198,326 1,983,260 Pre-Funded Warrants 4,651,938 46,519,380 Bridge Placement Agent Warrants 5,297 52,970 Placement Agent Warrants (1) 160,340 1,603,400 Total 6,029,194 317,683,180 

(1) Includes the entire outstanding amount of (i) 53,447 Placement Agent Common Stock Purchase Warrants issued to the placement  agent in connection with the Company’s private placement dated November 5, 2024 (the “Placement Agent Warrants”) and (ii) 106,893  Series A Placement Agent Warrants issued to the placement agent in connection with the same private placement (the “Series A  Placement Agent Warrants”). 

Settlement, Lock-Ups and Untendered Warrants 

Warrants accepted for exchange will be retired and canceled upon issuance of the corresponding shares. As of  the date of this press release, no shares of Common Stock have been issued pursuant to the Offer to Exchange;  settlement is expected to occur on or about [DATE].

As a condition to receiving shares, each participating holder executed a lock-up agreement in favor of the  Company restricting transfer of the shares received for a period of twelve to eighteen months following the  Expiration Date, as described in the Offer to Exchange. Existing Warrants that were not tendered remain  outstanding in accordance with their original terms. 

Securities Act Status 

This press release is for informational purposes only. The Offer to Exchange has expired. The shares of Common  Stock issuable in the Offer to Exchange have not been registered under the Securities Act of 1933, as amended,  and will be issued as restricted securities in reliance on the exemption from registration provided by Section  3(a)(9) thereof. 

About Zoomcar 

Founded in 2013, Zoomcar (OTCQB: ZCAR) is India’s leading peer-to-peer car-sharing marketplace, connecting  vehicle owners (“Hosts”) with customers (“Guests”) seeking flexible and affordable mobility solutions. Zoomcar  operates an asset-light platform model and serves millions of users across India. 

Forward-Looking Statements 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation  Reform Act of 1995, including statements regarding the effects of the completed Offer to Exchange on the  Company’s capital structure, warrant overhang, and financing and capital markets objectives. These statements  are based on management’s current expectations and are subject to risks and uncertainties that could cause  actual results to differ materially, including the risks described in the Company’s filings with the SEC. Except as  required by law, the Company undertakes no obligation to update any forward-looking statements. 

SOURCE Zoomcar