Exhibit 99.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2022 (October 13, 2022)
Innovative International Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40964 | 98-1630742 | ||
| (State or other jurisdiction of
incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 24681 La Plaza Ste 300 Dana Point, CA |
92629 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (805) 907-0597
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant | IOACU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share, included as part of the Units | IOAC | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units | IOACW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure |
As previously announced, on October 13, 2022, Innovative International Acquisition Corp. (“Innovative”), Zoomcar, Inc., a Delaware corporation (“Zoomcar”), Zoomcar, Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Innovative, and Greg Moran, in the capacity as the representative of the Zoomcar stockholders, entered into an Agreement and Plan of Merger and Reorganization, pursuant to which, and subject to the terms and conditions contained therein, the business combination involving Innovative and Zoomcar (the “Business Combination”) will be effected.
On October 13, 2022, 2022, Greg Moran, Chief Executive Officer of Zoomcar, spoke with CNBC’s Squawk Box Asia regarding, among other things, the recently announced proposed Business Combination. A copy of the transcript is furnished as Exhibit 99.1 hereto.
Furnished as Exhibit 99.2 hereto is an article, as posted on Bloomberg on October 13, 2022, related to the announcement of the proposed Business Combination in which Greg Moran, Chief Executive Officer of Zoomcar, is quoted.
Furnished as Exhibit 99.3 hereto are social media posts made on October13, 2022 by Mohan Ananda, Chairman and Chief Executive Officer of Innovative, to his personal LinkedIn account regarding the announcement of the proposed Business Combination.
The information in this Item 7.01, including the exhibits attached hereto, is intended to be furnished 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 they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Additional Information and Where to Find It
In connection with the Business Combination, Innovative intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as amended, the “Registration Statement”), which will include a proxy statement/prospectus. After the Registration Statement is declared effective, Innovative will send the proxy statement/prospectus and other relevant documents to its shareholders. This report is not a substitute for the proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ZOOMCAR, INNOVATIVE, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS. The documents filed or that will be filed with the SEC relating to the Business Combination (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Innovative upon written request at Innovative International Acquisition Corp., 24681 La Plaza, Ste 300, Dana Point, CA 92629.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities in respect of the Business Combination and shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of 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.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any investor or security holder. However, Innovative, Innovative International Sponsor I LLC (Innovative’s sponsor), Zoomcar, and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the Business Combination under the rules of the SEC. Information about Innovative’s directors and executive officers and their ownership of Innovative’s securities is set forth in filings with the SEC, including Innovative’s annual report on Form 10-K filed with the SEC on March 29, 2022 and subsequent quarterly reports filed with the SEC on form 10-Q. To the extent that holdings of Innovative’s securities have changed since the amounts included in Innovative’s most recent annual report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants will also be included in the proxy statement/prospectus, when it becomes available. When available, these documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
These forward-looking statements and factors that may cause actual results and the timing of events to differ materially from the anticipated results include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close; (2) the outcome of any legal proceedings that may be instituted against Innovative, Zoomcar, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Innovative or stockholders of Zoomcar; (4) the inability of Zoomcar to satisfy other conditions to closing; (5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (6) the ability to meet stock exchange listing standards in connection with and following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of Zoomcar as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain its reputation, grow its customer base, maintain relationships with customers and suppliers and retain its management and key employees; (9) the impact of the COVID-19 pandemic on the business of Zoomcar and the combined company (including the effects of the ongoing global supply chain shortage); (10) Zoomcar’s limited operating history and history of net losses; (11) Zoomcar’s customer concentration and reliance on a limited number of key technology providers and payment processors facilitating payments to and by Zoomcar’s customers; (12) costs related to the Business Combination; (13) unfavorable interpretations of laws or regulations or changes in applicable laws or regulations; (14) the possibility that Zoomcar or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (15) Zoomcar’s estimates of expenses and profitability; (16) the evolution of the markets in which Zoomcar competes; (17) political instability associated with operating in current and future emerging markets Zoomcar has entered or may later enter; (18) risks associated with Zoomcar maintaining inadequate insurance to cover risks associated with business operations now or in the future; (19) the ability of Zoomcar to implement its strategic initiatives and continue to innovate its existing products; (20) the ability of Zoomcar to adhere to legal requirements with respect to the protection of personal data and privacy laws; (21) cybersecurity risks, data loss and other breaches of Zoomcar’s network security and the disclosure of personal information or the infringement upon Zoomcar’s intellectual property by unauthorized third parties; (22) risks associated with the performance or reliability of infrastructure upon which Zoomcar relies, including, but not limited to, internet and cellular phone services; (23) the risk of regulatory lawsuits or proceedings relating to Zoomcar’s products or services; (24) increased compliance risks associated with operating in multiple foreign jurisdictions at once, including regulatory and accounting compliance issues; (25) Zoomcar’s exposure to operations in emerging markets where improper business practices may be prevalent; and (26) Zoomcar’s ability to obtain additional capital when necessary.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Innovative from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements speak only as of the date they are made, and Innovative and Zoomcar disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Zoomcar’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Interview Transcript | |
| 99.2 | Bloomberg Article | |
| 99.3 | Posts of Mohan Ananda, Chairman and Chief Executive Officer of Innovative, to his personal LinkedIn account | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 14, 2022
| INNOVATIVE ACQUISITION CORP. | |||
| By: | /s/ Mohan Ananda | ||
| Name: | Mohan Ananda | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Zoomcar Founder & CEO, Greg Moran, interviewed by Martin Soong and Sri Jegarajah, CNBC Squawk Box Asia.
October 14, 7:30am SG time (October 13, 7:30pm ET)
Total Interview time: 8.5 minutes.
Transcript
00:00:02 Sri Jegarajah, CNBC
And now, India based car sharing platform zoom car is aiming to list on the NASDAQ via a merger with a blank check company Innovative International Acquisition.
The transaction valuing the combined company at a little over $450 million. That includes debt. The deal is expected to be wrapped up in the first half of next year and comes at a time of heightened risk aversion.
We've already seen notable liquidations of special purpose acquisition companies this year, including SPACs owned by Bill Ackman and Chamath Palihapitiya. Right. Uh, Greg Moran is with us now co-founder and the CEO of Zoomcar joins us live from New York.
Greg, thanks for your time.
When you consider these market conditions and the high rates environment, to what extent does that affect the timeline of when Zoomcar goes public do you think that you will get the valuation that you want to achieve in this environment?
00:01:02 Greg Moran, Zoomcar
Well, thanks Sri for having me. So, I think definitely from a from a macro standpoint, you know there are certainly factors there that are you know are slightly outside of our control at Zoomcar. But, I think what we have tried to do is, is take a very reasonable view towards our overall valuation and take a very sort of balanced view on and how we think about our sort of prospects between growth as well as profitability and really taking a much more sort of calibrated view around that. And, so I think that's something which you know in this sort of environment which is a little more risk off I think certainly we've been able to demonstrate a certain capital efficiency across our history and we've been able to to do that consistently. And I think the fact that we combine that with our, you know, certain sort of economics that we've been able to attain over the last several quarters and I think that puts us in a good trajectory.
00:01:58 Sri Jegarajah, CNBC
That's interesting. Capital efficiency. So what does that imply then for a cash burn, Greg, are they are fairly conservative levels and we all know how spending is necessary in order to grow. How challenging is that going to be given the prospects for the funding winter?
00:02:22 Greg Moran, Zoomcar
Why I think one thing that's quite interesting about Zoomcar in our market position is that we were a first mover and really an early leader in the markets that we operate across India and Southeast Asia and in the MENA region, and so because of that we have significant market share such that we have not had to engage in meaningful discount wars or price wars where we've had to incur significant cash burn. So the majority of our cash burn historically has been more anchored around certain technology investments and in certain brand awareness, but you know that has actually made us significantly more efficient and that's something right now we're going ahead most of that investment would go more in towards further brand development as well as technology development So it's a more inherently efficient model from a cash burn standpoint.
00:03:13 Martin Soong, CNBC
Greg, Martin here. Let me quickly jump in. So, I guess congratulations are in order. You wrapped up your Series E funding in November. Now, you've got a SPAC exit coming up on the NASDAQ and the timing, I'm not mistaken, we were talking offline a couple of seconds ago, it said first quarter of next year, is that right?
00:03:29 Greg Moran, CNBC
That's, that's correct I think broadly I would say. The first half 2023, certainly, yeah. Yes.
00:03:33 Martin Soong, CNBC
Oh, first half of next year. OK, so let's get to your business model and uh, you know, Sri and I were looking a little bit more closely at this and it's amazing that nobody else has sort of tried to execute this before because it's even simpler than what exists and it's sort of a no brainer, right, in the case of, let's say, a first mover like Uber, the idea was to fractionalize usage of an asset. In this case, you're fractionalizing the asset itself. You got a car. You don't use it all the time, hey, when you don't rent it out and make money.
00:04:04 Greg Moran, Zoomcar
Right. That's exactly right. And I think ultimately car sharing is, is just that. And I think in our markets what makes it exceptionally unique in the emerging market geographies is that you have car ownership rates that are less than 10%. So, the vast majority people don't actually own a car. But when you think about the use cases and the need, most people actually need a car at least two or three times over the course of the month. And, so you have this incredible sort of demand pull from the broad middle class.
And so that's actually hundreds of millions of individuals when you look at that aggregate. And then on the supply side, you actually have over 200,000,000 cars across these geographies. India alone is over 50 million cars then and the majority of these cars are used just one to two hours a day, so you have this incredible idle supply capacity and so Zoomcar as a platform is sitting right in the middle there, allowing these individuals who own vehicles that are not being used.
00:04:58 Martin Soong, CNBC
Yeah, and that's the beauty of it is it not Greg? You call Zoomcar a platform but actually you're a, you're a virtual marketplace, you're a basically a a car rental broker or middleman, right. You don't actually own the assets. Whoever decides to put his car up for rental on your platform owns the asset. Yet, with each transaction you take a 40% cut. You know, on the surface that sounds like a pretty profitable business model, but my question to you is, what about risk? What about liability? What if the fella who's decided to rent somebody else’s car can't pay? What if the car never comes back? I don't know. Gets burned and lost?
00:05:40 Greg Moran, Zoomcar
Right. So I think those are all important questions and I think we take great care to really invest behind the technology in the vehicle. So we have our own sort of custom hardware that we fit in all vehicles to allow for additional safety and security monitoring from remote digital entry through a keyless entry system through your smart phone which is very, very powerful along with having real time driver behavior monitoring and also the ability to have a remote engine and mobilization capability. So again, more peace of mind for that vehicle owner and host, and then also more seamlessness and more frictionless experiences for the guest.
00:06:17 Martin Soong, CNBC
So, what I notice also is that right now you know starting in India and in terms of expansion and looking at mostly EM markets, Southeast Asia, sub-Saharan Africa etc. And these are places where car penetration is actually so very low with a lot of headroom to grow, right? And, Sri and I were talking about this and you know, it reminds us of in a lot of EM places where you know everybody wants to get on the real estate ladder, right? When you can afford it, when you've scrimped and saved and got enough money for a down payment, you buy a condo or an apartment or whatever, right? But because it's so expensive, you're hoping and betting there's somebody that are rented out for you to subsidize those monthly payments sent to the bank. Uh, in this case is that part of the incentive for folks, car owners to join Zoomcar?
00:07:04 Greg Moran, Zoomcar
Yes, absolutely. And I think it's ultimately and you hit it on the head there, you know I think there's people who want to kind of move up that ladder. But, the reality is that in many cases, yeah, they just, they simply can't get there without that additional support and the subvention what we see is that you know over 80% the vast majority of people who are on the platform are actually people who use their car themselves and they use us as an ability, as a means to subvent their day-to-day, month to month payment. And so that's actually really powerful. So, they use the car for some days and then the other days the other days they can actually put it with us in the platform.
00:07:42 Sri Jegarajah, CNBC
Greg, In terms of target expansion areas, any plans to enter the China market?
00:07:50 Greg Moran, Zoomcar
So that's an interesting question. I I think certainly India has been the predominant focus for us, it still has over 90% of our business. But I think ultimately markets like China while certainly you know very, very significant and probably even more significant than India. But, I think there are certain unique elements to the Chinese market which potentially make it more challenging. So, I think at least for the foreseeable future, you know China would not be a focus area.
00:08:18 Martin Soong, CNBC
Right. At least not for now, understood. Greg, listen, fantastic talking to you. Thank you for spending time with us, appreciate it. Please continue to keep safe then we'll do it again very soon I hope.
Greg Moran, co-founder and also CEO of Zoomcar joining us live.
Exhibit 99.2
Indian Car-Sharing Platform Zoomcar to Go Public Via SPAC
Bloomberg
By Mureji Fatunde and Crystal Tse
October 14, 2022
| · | Combined company is valued in transaction at $456 million | |
| · | Innovative International SPAC raised $235 million in US IPO |
Zoomcar Inc., an India-based car-sharing platform, has reached an agreement to go public via a merger with blank-check firm Innovative International Acquisition Corp.
Zoomcar operates a marketplace for private vehicles, with owners making their cars available on the platform and users able to rent them by the hour, day, week or month. The company, whose headquarters are in Bangalore, operates in more than 50 cities in India, Indonesia, Vietnam and Egypt.
The merger with the special purpose acquisition company implies a pro forma enterprise value of about $456 million for the business, according to a statement, which confirmed an earlier Bloomberg News report.
Zoomcar was founded in 2013 by Greg Moran, who is now chief executive officer, and David Back, who is no longer with the company. The platform has more than 3 million active users, with over 25,000 vehicles registered by their owners. The company, which doesn’t own any of the vehicles rented through its platform, takes 40% of each transaction.
Airbnb for cars
Moran describes Zoomcar as an Airbnb for cars and sees it as a complementary service to ride-sharing companies.
“It’s really about how we can bring more and more unique customized, proprietary vehicles and experiences to the end user,” Moran said in an interview. “And that’s really a very powerful engine for growth.”
After the merger is completed, Zoomcar plans to focus on increasing market share in its existing markets. It also has longterm ambitions of expanding into Latin America and Africa, Moran said.
The company is part of a small but burgeoning cadre of companies such as San Francisco-based Turo Inc. that have extended the ride-sharing model to the vehicle itself.
VC backing
Last November, Zoomcar got $92 million in a Series E round led by SternAegis Ventures, bringing the total it has raised to $332 million, according to data provider PitchBook. Sequoia Capital India is an investor and board member. Waze co-founder Uri Levine is chairman of the board.
Innovative International, which is led by Chairman and Chief Executive Officer Mohan Ananda, raised $230 million including so-called greenshoe shares in its initial public offering last year, according to a statement at the time.
Shares of the merged company, to be called Zoomcar Holdings Inc., are expected to trade on the Nasdaq.
Exhibit 99.3