Zoomcar Holdings, Inc. (OTCQB: ZCAR) asked its stockholders for room to issue a great many more shares, and for permission to shrink the count by as much as a factor of eight hundred, and it got both. The Bengaluru based peer-to-peer self-drive car-sharing marketplace, founded in 2013, reported the results of its 2026 annual meeting in a current report on Form 8-K and in a press release dated August 13, 2026.
The meeting was held virtually on August 11, 2026. As of the record date of June 26, 2026, 8,488,485 shares of common stock, par value $0.0001, and 1,630 shares of Series A Convertible Preferred Stock, which voted with the common stock as a single class on an as-converted basis and represented 32,600,000 votes, were outstanding and eligible to vote. A quorum of 29,057,930 votes, approximately 70.72% of the votes entitled to be cast, was present or represented by proxy.
What the six proposals did
The central item was an amendment to the amended and restated certificate of incorporation raising authorised common stock from 250,000,000 to 1,990,000,000 shares. It needed two separate majorities, one of the total voting power voting as a single class and one of the common stock voting as a separate class. It carried 28,481,008 votes to 576,922 on the combined basis, approximately 69.32% of total voting power outstanding, and 4,621,008 to 576,922 on the common stock only basis, approximately 54.44% of the common stock outstanding. The certificate of amendment was filed with the Secretary of State of the State of Delaware and became effective on August 13, 2026.
The reverse split proposal was approved 27,412,960 votes to 1,644,970, approximately 66.72% of voting power outstanding. It authorises a ratio anywhere between one-for-two and one-for-eight hundred, with the ratio, the timing and whether to act at all left to the board’s sole discretion. Nothing takes effect until the board picks a number and files a further certificate of amendment.
Stockholders also approved the issuance of up to 509,192,089 shares of common stock in connection with the company’s offer to exchange outstanding warrants, by 26,733,885 votes to 97,688 with 112,827 abstentions and 2,113,530 broker non-votes, and a grant of 1,000,000 restricted shares to chairman Uri Levine as an inducement award outside the equity incentive plan, by 25,483,044 to 1,129,676, under a board appointment letter dated March 28, 2025. Bansal & Co LLP was ratified as auditor for the fiscal year ending March 31, 2026 with 28,996,769 votes in favour, 99.78% of votes cast. An adjournment proposal passed with 28,575,051 votes in favour and was not needed.
The placement that came with it
The same current report disclosed the fourth closing of the company’s Series A unit private placement, entered into on July 27, 2026. Each unit consists of one preferred share with a stated value of $1,000 and one Series A warrant to purchase 20,000 shares of common stock, sold at $1,000 per unit under Section 4(a)(2) of the Securities Act and Rule 506© of Regulation D.
At the fourth closing the company issued 498 units, comprising 498 preferred shares and 498 warrants covering up to 9,960,000 shares, for aggregate consideration of approximately $498,000. The units were issued for non-cash consideration, settling accrued and unpaid obligations owed to the purchasers in that amount, and the company received no cash proceeds. The offering allows up to $5,000,000 of units plus a further $5,000,000 under a placement agent overallotment option, and a minimum subscription threshold of $1,000,000 has been satisfied. It is scheduled to terminate on September 4, 2026 unless extended.
The preferred shares convert at an initial conversion price of $0.05 per share, subject to adjustment and to alternate conversion and price-reset provisions tied to subsequent sales of common stock. The warrants carry an exercise price of $0.0625, are exercisable from issuance and expire five years from issuance. The company states plainly that the share counts issuable on those instruments do not give effect to the reverse split. Under a registration rights agreement, the resale registration statement was to be filed no later than the fifteenth calendar day after the closing.
Why the vote had to be split two ways
The two-majority structure on the authorised share increase is not a company preference. It follows Section 242(b)(2) of the Delaware General Corporation Law, which entitles the holders of a class to vote as a class on an amendment that would increase or decrease the aggregate number of authorised shares of that class, whether or not the certificate of incorporation otherwise gives them a vote. Section 242(a)(3) is the provision that lets a corporation increase or reclassify authorised capital stock, or combine issued shares into a lesser number, both of which the company is doing here.
Delaware also offers a lighter route. Under Section 242(d)(2), an increase or decrease in authorised shares, or a combination of issued shares into a lesser number, can be effected on a simple majority of votes cast rather than of shares outstanding, but only if the class is listed on a national securities exchange immediately before the amendment becomes effective and meets that exchange’s minimum holder requirement immediately after. Zoomcar’s common stock is quoted on the OTCQB, which the company’s own filings describe as not a registered stock exchange, so that relief was unavailable and the higher outstanding-share thresholds applied. Section 242© allows a board to abandon an authorised amendment at any time before the filing becomes effective, which is the statutory basis for the discretion the reverse split proposal reserves.
Analysis: authorisation is not issuance, and the balance sheet is the constraint
Two numbers frame the vote. Authorised common stock now stands at 1,990,000,000 shares. As of August 13, 2026 the registrant had 8,770,836 shares of common stock outstanding, along with 2,323 preferred shares out of 10,000,000 authorised. The tender offer proposal alone contemplates up to 509,192,089 new shares. The headroom created is therefore not a rounding adjustment to an existing capital structure; it is a structure built for a series of conversions and exchanges whose eventual size is not yet fixed.
The reverse split range says the same thing from the other end. A range that reaches one-for-eight hundred applies to a share count that has not yet been issued, and the sequencing matters: the exchange and the conversions come first at pre-split share counts, and the split then compresses whatever total results. The 8-K is explicit that the warrant and preferred share numbers do not reflect the split.
The quarterly report filed the following day sets out the financial position the company reported alongside those authorisations. Zoomcar recorded a net loss of $5,369,599 for the quarter ended June 30, 2026 against $4,205,313 a year earlier, on total revenue of $2,351,329 against $2,312,753. Accumulated deficit stands at $353,164,517, up from $347,794,918 at March 2026, and negative working capital was $36,682,494. The company states that “the Company’s cash position is critically deficient” and that payments to operational and financial creditors are not being made in the ordinary course, which raises substantial doubt about its ability to continue as a going concern.
The fourth closing has the same character. It raised no cash. It converted approximately $498,000 of accrued and unpaid obligations into preferred stock and warrants, which is a creditor being paid in paper rather than an investor putting money in. What the annual meeting authorised is the capacity to keep doing that, and to reduce the resulting share count afterwards. What it did not authorise, and what none of these documents establishes, is any operating cash arriving. A reader tracking this company would watch the resale registration statement, the take-up in the warrant exchange, and the ratio the board eventually chooses, in that order.
