Zoomcar shareholders authorized a reverse split of up to 1-for-800 and an 8x increase in authorized shares to 1.99 billion, clearing the way for a warrant exchange and additional financing.
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Zoomcar Holdings, Inc. (OTCQB: ZCAR) shareholders approved a reverse stock split and a massive increase in authorized shares at the company's annual meeting on Aug. 11, the car-sharing marketplace said in a filing.
The reverse split, which the board can set at a ratio between 1-for-2 and 1-for-800, passed with 27.4 million votes for, representing roughly 67% of the voting power outstanding. The company filed a certificate of amendment with Delaware's secretary of state on Aug. 13 to increase authorized common shares to 1.99 billion from 250 million, a near-eightfold expansion that won 28.5 million votes for, or about 69% of the voting power.
Shareholders also approved the issuance of up to 509 million shares in connection with Zoomcar's offer to exchange outstanding warrants for common stock. That proposal received 26.7 million votes for, or 99% of votes cast. The board granted founder and chairman Uri Levine 1 million restricted shares as an inducement outside the company's equity plan, winning 25.5 million votes for, or 95% of the votes cast.
Bengaluru-based Zoomcar runs a peer-to-peer car-sharing marketplace in India, connecting vehicle owners with customers. The company listed on the Nasdaq in late 2023 via a SPAC merger but now trades on the OTC Markets after its stock was delisted last year for failing to meet the exchange's minimum bid price requirement. The authorized share increase gives the company room to complete the warrant exchange and pursue additional financing, the filing said.
Bansal & Co LLP was ratified as the firm's independent auditor for the fiscal year ending March 31, 2026, with nearly 100% of votes cast.
The board has discretion on whether and when to implement the reverse split and at what ratio. Zoomcar had roughly 8.5 million common shares outstanding as of June 26, the record date for the meeting, plus a small block of Series A convertible preferred stock.
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