Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Zoomcar Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
45784G309 (CUSIP Number) |
Deepankar Tiwari C/O Zoomcar Holdings, Inc., Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, K7, 560008 91 8048821871 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45784G309 |
| 1 |
Name of reporting person
Deepankar Tiwari | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
INDIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For 7, 9, 11, 13 - The Reporting Person was granted 1,000,000 shares of Restricted Stock Units ("RSUs") pursuant to that certain Non-statutory Inducement Award Agreement, dated July 17, 2025, approved by the Issuer's Board of Directors. 250,000 shares vested on June 30, 2025, 250,000 shares vested on September 30, 2025, and 250,000 shares vested on December 31, 2025. The remaining 250,000 shares are unvested and are scheduled to vest on March 31, 2026, subject to the Reporting Person's continued service and any forfeiture provisions under the award agreement. The amounts and percentages disclosed herein assume the vesting of the final 250,000 shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Zoomcar Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Anjaneya Techno Park, No. 147, 1st Floor, Kodihalli, Bangalore,
INDIA
, 560008. |
| Item 2. | Identity and Background |
| (a) | Deepankar Tiwari |
| (b) |
C/O Zoomcar Holdings, Inc. Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore- 560008 K7, India. |
| (c) | Chief Executive Officer of Zoomcar Holdings, Inc. with primary address at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore- 560008 K7, India. |
| (d) | None |
| (e) | Deepankar Tiwari ("Mr. Deepankar") has not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | India |
| Item 3. | Source and Amount of Funds or Other Consideration |
RSU were granted pursuant to that certain Non-statutory Inducement Award Agreement between the issuer and the reporting person dated July 17, 2025, which was approved by the issuer's Board of Directors. 25%, or 250,000 shares of common stock, vested on June 30, 2025, 25%, or 250,000 shares of common stock, vested on Sep 30, 2025, 25%, or 250,000 shares of common stock, vested on Dec 31, 2025, and the remaining 25%, or 250,000 shares, vest on March 31, 2026. | |
| Item 4. | Purpose of Transaction |
Mr. Deepankar does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic and industry conditions, Mr. Deepankar may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, purchasing or selling additional Shares, exercising warrants or changing his intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 1,000,000 shares of the common stock of the Company beneficially owned by Mr. Deepankar, subject to full vesting of shares as mentioned in item 3 above, which in the aggregate represents 13.5 % of the Company's outstanding common stock (based on an aggregate of 7,151,343 shares of common stock outstanding as of February 12, 2026 plus the 250,000 unvested shares). |
| (b) | Of the 1,000,000 shares of the common stock of the Company beneficially owned by Mr. Deepankar, 750,000 shares are fully vested as of Dec 31, 2025. He has the power to vote sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or to direct the disposition of the beneficially owned shares that have vested. |
| (c) | Out of 1,000,000 shares of the common stock 25%, or 250,000 shares of common stock, vested on June 30, 2025, 25%, or 250,000 shares of common stock, vested on Sep 30, 2025, 25%, or 250,000 shares of common stock, vested on Dec 31, 2025, the remaining 25%, or 250,000 shares vest on March 31, 2026. |
| (d) | No person other than Mr. Deepankar is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of common stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described herein, there are no contracts, arrangements, understandings or relationships between Mr. Deepankar and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable 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.
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