Zoomcar Holdings, Inc.

Zoomcar Holdings, Inc. operates in the emerging market-focused online car sharing marketplace industry, specifically peer-to-peer car sharing. The company's platform connects car owners (Hosts) with individuals needing temporary vehicles (Guests) in emerging markets where convenient, cost-efficient transportation options are limited. Management estimates the total addressable market for the year ended March 31, 2026 in emerging markets at $186 billion ¹, of which India accounts for $19 billion ², making India the most important market. The serviceable addressable market in emerging markets is estimated at approximately $46.5 billion ³, assuming a penetration rate of less than 25% among potential customers meeting certain demographic parameters. The company is present in over 100 cities across India ⁴ and has ceased operations in Vietnam (2023), Indonesia and Egypt (2024) to concentrate resources in India.

Zoomcar describes itself as a leading emerging market-focused online car sharing marketplace based on the number of current vehicles and active users on its platform. The company does not name specific direct competitors in the digital car sharing space within India, stating it does not currently see competition with other digital platforms or marketplaces for attracting Hosts. For Guests, competition comes primarily from offline, unorganized car rental companies and other transportation alternatives such as taxis and bus services. Global car rental operators like Hertz, Avis, Enterprise, Zipcar and Sixt do not currently operate in India, and global car sharing marketplaces such as Turo and Getaround also do not operate in the company's current market. The company believes its competitive advantages include unique inventory with approximately 584 vehicle models ⁵ listed on its platform, convenience from high geographic concentration of vehicles, affordability compared to chauffeured services, customer loyalty through ratings and rewards, and its culture and team.

Zoomcar generates revenue through its peer-to-peer car sharing platform by collecting fees from Guests upon booking a vehicle. These fees typically include an upfront booking fee (less any applicable discounts and credits), a trip protection fee, and a platform convenience fee. Other charges such as fuel refilling or vehicle damage related charges are paid by Guests upon trip completion. The balance of fees paid by Guests, after portions paid 100% to the Host (e.g., fuel costs) and portions retained 100% by Zoomcar (e.g., value added trip protection fees), are apportioned 60% to the Host and 40% to Zoomcar ⁶. The company accepts online payments via credit card, debit card, online banking, UPI in India, and other digital wallet platforms. The primary customer segments are Hosts (vehicle owners) and Guests (individuals seeking short to medium-term vehicle use). The platform also utilizes rewards and incentives, including referral credits and a loyalty program offering discounts or credits for repeat bookings.

Zoomcar's platform enables Hosts to list vehicles and Guests to book them. As of March 31, 2026, the company had approximately 33,383 registered Host vehicles ⁷ and approximately 2.5 million active Guests ⁸ (defined as Guests who have searched the platform for vehicles or bookings within the preceding twelve-month period). During the year ended March 31, 2026, around 245,367 Guests ⁹ booked approximately 775,005 booking days ¹⁰ on the platform. The platform offers approximately 584 vehicle models ¹¹ listed by Hosts at thousands of pick-up locations mainly in India. Around 51% of Gross Booking Value (GBV) was generated by trips booked with SUVs or other premium-segment vehicles ¹², and around 64% of GBV was generated from trips involving newer-model cars manufactured in 2023, 2024, 2025 and 2026 ¹³. The company recently launched a new business segment called "Bikes by Zoomcar," expanding its shared mobility marketplace to two-wheeler vehicles such as scooters and motorcycles.

The company's technology backbone includes a mobile-focused platform with data science, machine learning, and advanced computer vision capabilities. Core platform technologies include catalogue and filtering, search and sort relevance powered by back-end data science models, a highly dynamic pricing engine layered over Host-selected pricing, a ratings and review system connected to search algorithms, payment processing through various third-party platforms with an automatic retry framework, risk and oversight through driver scores and machine-learning-based risk models, communication via SMS, WhatsApp, push notification and email, and photo guidance for Hosts. The company uses customized GPS-enabled vehicle tracking systems and a software-enabled keyless entry application deployed across the vast majority of Host vehicles. As of March 31, 2026, almost half of the company's full-time employees are employed as technical staff ¹⁴ that develop and refine artificial intelligence and machine-learning algorithms for optimizing pricing models, determining damage coverage options, presenting ratings-based rewards, and monitoring platform use.

Significant operational developments during the period include the consummation of the Business Combination with IOAC on December 28, 2023, after which IOAC was renamed Zoomcar Holdings, Inc. and its securities traded on the Nasdaq Stock Market. Subsequently, on May 6, 2025, the company received notice that the Nasdaq Hearings Panel determined to delist its common stock and public warrants, and trading commenced on the OTC Markets Group trading platform on May 8, 2025 under symbols ZCAR and ZCARW. The company has applied for trading on the OTCQX Best Market for its common stock and on the OTCQB Venture Market for its public warrants. The company ceased operations in Vietnam in 2023, and in Indonesia and Egypt in 2024. The company launched a new business segment, "Bikes by Zoomcar." On June 9, 2025, the company identified a Cybersecurity Incident involving unauthorized access to its information systems, where an unauthorized third party accessed a limited dataset containing certain personal information of a subset of approximately 8.4 million users ¹⁵, including names, phone numbers, car registration numbers, personal addresses and email addresses. The company entered into a settlement agreement with founder and former CEO Greg Moran on March 16, 2026, providing for payment of $150,000 ¹⁶ in installments and mutual releases. The company entered into the ACM Letter Agreement on May 11, 2026, obligating the company to pay $2,500,000 ¹⁷ in cash to ACM on or before October 31, 2026, with the residual balance of approximately $3,500,000 ¹⁸ to be satisfied by issuance of equity securities. The company conducted multiple financings including the November 7 Placement for gross proceeds of $9.15 million ¹⁹, the First Closing of an offering on December 24, 2024 for gross proceeds of $5,484,843 ²⁰, the Second Closing on February 4, 2025 for gross proceeds of $1,437,936 ²¹, and the Bridge Financing 2026 with initial closings on June 2, June 18, and June 30, 2026 for aggregate gross proceeds of approximately $1,143,000 ²², $537,000 ²³, and $195,000 ²⁴ respectively.

The company has a history of operating losses and negative cash flow since beginning operations in 2013. The company believes that current cash and cash equivalents will allow it to continue operations through September 30, 2026 ²⁵ assuming partial payments on outstanding indebtedness, but additional funds will be required imminently to support operations. As of July 13, 2026, the company had $0.17 million ²⁶ of cash and cash equivalents. The company has incurred substantial expenses in connection with operating as a public company. The company's business model shifted from short-term rental of vehicles owned or leased by Zoomcar to an asset-light peer-to-peer car sharing platform, with the shift completed during the second half of 2021. All of the company's revenue is currently derived in India.

The company's primary growth vector is evolving platform functionalities to capture additional bookings within India. The company plans to continue improving its core product offering for both Guests and Hosts, incorporating enhancements to core technology and data science platforms to improve functionality and convenience. The company believes such improvements will support increasing levels of organic traffic and increased volumes of transactions. The company also aims to increase high-quality listings by continuing to attract Hosts offering high-quality vehicles onto the platform, rewarding highly-ranked Hosts, and growing the Host referral program. The company plans to encourage post-booking engagement by Guests through awareness building for a wider array of vehicle use cases and by relying more heavily on rewards and loyalty programs. The company intends to explore strategic partnerships with adjacent businesses such as airlines, travel platforms, and accommodation providers to improve distribution and widen reach.

The company plans to further increase penetration within India and, in the future, to expand into additional countries, subject to its financial condition. The company had expanded outside of India to Indonesia, Egypt and Vietnam but confirmed that scaling in those countries requires investments in marketing which the company does not currently have capital to achieve, leading to the decision to cease operations in Vietnam in 2023 and in Indonesia and Egypt in 2024. The company's estimated total addressable market in India is $74.4 billion ²⁷, and the company is focused on investing its technology and financial resources in India. The company plans to continue assessing expansion opportunities as they become available over time but in the near term plans to continue focusing on providing high-quality experiences for Hosts and Guests with expanding functionalities.

The filing does not contain specific margin trajectory, cost structure evolution, or efficiency targets with exact figures.

The company's operational outlook focuses on technology infrastructure investments. As of March 31, 2026, the company had approximately 148 full-time employees ²⁸, including 66 employees in engineering and product ²⁹, 75 employees in operations and support ³⁰, and 7 employees in sales and marketing ³¹. Almost half of full-time employees are employed as technical staff that develop and refine artificial intelligence and machine-learning algorithms. The company continues to invest in efforts to enhance its capabilities and intends to keep building incremental tools and developing functionality for Hosts and Guests. The company's principal executive office is located in Bangalore, India, and the company believes its facilities are adequate and suitable for current needs.

The filing does not contain specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures.

The company faces significant structural headwinds and execution risks. The company has a history of operating losses and negative cash flow, limited cash resources, and substantial doubt about its ability to continue as a going concern. The company will need to raise additional funds imminently to finance operations. The company has indebtedness that is in default in excess of its current capital resources, including defaults on lease liabilities with Ayvens Group (f/k/a Leaseplan India Private Limited) with pending dues of $3,536,123 ³² as of May 5, 2026, and a breach of final payment obligation of approximately $346,295 ³³ on a loan with Mahindra & Mahindra Financial Services Limited. The company is at material risk that parties could initiate insolvency proceedings under the Indian Insolvency and Bankruptcy Code 2016, where the minimum default amount is INR 1,00,00,000 (Rupees One crore) or approximately USD 119,000 ³⁴. The company's common stock is quoted on the OTCQB instead of a national exchange, which may result in significant volatility and difficulty selling shares. The company faces risks related to its new "Bikes by Zoomcar" business segment, which is subject to operational uncertainties and the company cannot guarantee its long-term viability.

Geographic, regulatory, and macro factors management identified as constraints include the political and economic instability in the geographic areas where Zoomcar operates and plans to operate. The company is subject to a variety of laws and regulations in India, including motor vehicle related laws, e-commerce regulations, intellectual property, consumer protection, taxation, consumer privacy and data protection, pricing, content, advertising, discrimination, consumer protection, payments, distribution, messaging, mobile communications, environmental matters, labor and employment, claims management, and anti-corruption and anti-bribery regulations. The company's peer-to-peer car sharing business model is uncommon, if not unprecedented, in India, creating uncertainties regarding legal and regulatory frameworks. The company also faces risks from uncertain global macro-economic and political conditions, including the current macroeconomic downturn, inflation, financial turmoil, increased unemployment rates, and fluctuations in gasoline prices.

The most material and specific risks to Zoomcar's business include its precarious liquidity position, with only $0.17 million ³⁵ of cash as of July 13, 2026 and substantial doubt about its ability to continue as a going concern, requiring immediate additional capital to fund operations beyond September 30, 2026 ³⁶. The company faces significant default risk on multiple debt obligations, including $3,536,123 ³⁷ in pending dues to LeasePlan and a $5,656,086.72 ³⁸ judgment in favor of ACM, which could trigger insolvency proceedings under Indian law where the minimum default threshold is approximately USD 119,000 ³⁹. The company's common stock trades on the OTCQB rather than a national exchange, creating liquidity and volatility risks, and the company has already been delisted from Nasdaq. The company's business model depends on maintaining a trust-based community of Hosts and Guests, and a recent Cybersecurity Incident exposed personal information of approximately 8.4 million users ⁴⁰, which could damage reputation and reduce platform participation. The company's new "Bikes by Zoomcar" segment faces operational uncertainties and the company cannot guarantee its long-term viability, while the company's limited operating history under its current peer-to-peer model makes future results difficult to predict.

The overall tone of management's message reflects a focus on survival and near-term liquidity, with emphasis on the company's mission to transform urban mobility in emerging markets through its peer-to-peer car sharing platform. Management acknowledges substantial doubt about the company's ability to continue as a going concern and emphasizes the need to raise additional capital imminently. Key strategic priorities emphasized include: (1) continuing to improve platform functionality and offerings to better serve Hosts and Guests within India, the company's only current market; (2) increasing high-quality listings by attracting Hosts and rewarding highly-ranked participants; and (3) exploring strategic partnerships with adjacent businesses such as airlines, travel platforms, and accommodation providers to improve distribution. Management also highlights the importance of the ACM Letter Agreement, which obligates the company to pay $2,500,000 ⁴¹ in cash to ACM on or before October 31, 2026, with the residual balance of approximately $3,500,000 ⁴² to be satisfied by equity issuance, and the settlement agreement with former CEO Greg Moran for payment of $150,000 ⁴³ in installments. Management states that the company believes current cash and cash equivalents will allow operations to continue through September 30, 2026 ⁴⁴ assuming partial payments on outstanding indebtedness.