Zoomcar Holdings Inc 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-40964 ZOOMCAR HOLDINGS, INC.(Exact name of registrant as specified in its charter) 99-0431609 Securities registered pursuant to Section 12(b) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of February12, 2026, 7,151,343 shares of the registrant’s common stock were outstanding. ZOOMCAR HOLDINGS, INC.Quarterly Report on Form 10-Q Table of Contents PagePART I. FINANCIAL INFORMATIONItem 1.Financial Statements1Unaudited Condensed Consolidated Balance Sheets at December 31, 2025, and March 31, 2025.1Unaudited Condensed Consolidated Statements of Operations for nine months ended December 31 2025, and20242Unaudited Condensed Consolidated Statements of Comprehensive Income / (Loss) for the nine months endedDecember 31, 2025 and 2024.3Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the nine months ended December 31,2025 and 2024.4Unaudited Condensed Statement of Cash Flows for the ninemonths ended December 31, 2025 and 2024.5Notes to Unaudited Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 3.Quantitative and Qualitative Disclosures About Market Risk68Item 4.Controls and Procedures68PART II. OTHER INFORMATIONItem 1.Legal Proceedings71Item 1A.Risk Factors74Item 2.Unregistered Sales of Equity Securities and Use of Proceeds120Item 3.Defaults Upon Senior Securities120Item 4.Mine Safety Disclosures120Item 5.Other Information120Item 6.Exhibits121SIGNATURES122 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q may contain certain statements that may constitute forward-looking statements within themeaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, withoutlimitation, statements regarding expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding usand the future held by our management team and the products and markets, future financial condition, expected future performanceand market opportunities of our business including statements regarding (i) our offer to exchange and/or tender offer relating to ouroutstanding warrants and related transactions (including the timing, terms, completion and results thereof), (ii) any bridge financing orother capital raising transactions we have completed, may complete, or are contemplating, and the use of proceeds therefrom, and (iii)our plans and efforts to satisfy initial and continued listing requirements and to uplist our securities to a national securities exchange,and the timing and outcome of any such uplisting.. These statements constitute projections, forecasts and forward-looking statements,and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical orcurrent facts. When used in this Form 10-Q, forward-looking statements may be identified by the use of words such as “estimate,”“continue,” “could,” “may,” “might,” “possible,” “predict,” “should,” “would,” “plan,” “project,” “forecast,” “intend,” “will,”“expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or ot