Item 2.02. Results of Operations and Financial Condition. On May 20, 2026, Deepankar Tiwari, the Chief Executive Officer of Zoomcar Holdings, Inc. (the “ Company”), distributed a letter to the Company’s shareholders, warrant holders, and participants in the Company’s previously announced offer to exchange certain outstanding warrants for shares of the Company’s common stock (the “ Shareholder Letter”). The Shareholder Letter includes certain preliminary, unaudited estimates of the Company’s expected financial results for the fiscal year ending March 31, 2026, including expected year-over-year reductions in net loss and Adjusted EBITDA loss, as well as selected unaudited operating and financial information for prior periods. A copy of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. The information set forth in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “ Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The preliminary financial information set forth in the Shareholder Letter reflects management’s current estimates based on internally available data and is subject to revision upon completion of the Company’s financial closing procedures for the fiscal year ending March 31, 2026. Actual results may differ materially from these preliminary estimates. The Shareholder Letter also contains certain non-GAAP financial measures. A description of these measures and the reasons management uses them is included in the Shareholder Letter. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U. S. generally accepted accounting principles are not provided in the Shareholder Letter because the necessary GAAP information is not yet available due to the preliminary nature of the Company’s financial close.

Item 7.01. Regulation FD Disclosure. On May 20, 2026, the Company distributed the Shareholder Letter to its shareholders, warrant holders, and participants in the Company’s previously announced offer to exchange certain outstanding warrants for shares of the Company’s common stock. A copy of the Shareholder Letter is furnished as 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 this 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” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. The Shareholder Letter contains references to the Company’s previously announced offer to exchange outstanding warrants for shares of common stock (the “ Offer to Exchange”). The Offer to Exchange is being made pursuant to the Company’s Tender Offer Statement on Schedule TO, originally filed with the SEC on January 23, 2026, as amended and restated or amended to date (the “ Schedule TO”), and the related offer materials filed as exhibits thereto. The information set forth in this Current Report on Form 8-K is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities. The Offer to Exchange is being made only pursuant to the offer materials filed with the SEC. Holders are urged to read the Schedule TO, as amended, and the related offer materials, which contain important information regarding the Offer to Exchange. The Shareholder Letter also contains references to the Company’s ongoing bridge financing (the “ Bridge Financing”). The securities offered in the Bridge Financing have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The Bridge Financing is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act and is available only to verified accredited investors. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the Bridge Financing or any other securities of the Company, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Cautionary Note Regarding Forward-Looking Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 99.1 Letter to Shareholders, Warrant Holders, and Tender Offer Participants from Deepankar Tiwari, Chief Executive Officer, dated May 20, 2026. ───────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE