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Cayman Islands*
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6770
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N/A
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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Ari Edelman
Sunyi Snow McDermott Will & Emery LLP One Vanderbilt Avenue New York, New York 10017 (212) 547-5400 |
| |
Douglas S. Ellenoff
Stuart Neuhauser Meredith Laitner Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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| | | |
Emerging growth company
☒
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| , 2023 | | | By Order of the Board of Directors, | |
| | | |
Mohan Ananda
Chief Executive Officer and Chairman of the Board |
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| | |
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Page
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| | | | 358 | | | |
| | | | 358 | | | |
| | | | 358 | | | |
| | | | F-1 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | | |
| | | | J-1 | | | |
| | | | K-1 | | | |
| | | | L-1 | | |
| | |
Scenario 1 Assuming
No Redemptions |
| |
Scenario 2 Assuming
25% Redemptions |
| |
Scenario 3 Assuming
50% Redemptions |
| |||||||||||||||||||||||||||
Pro Forma Ownership
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| ||||||||||||||||||
IOAC Public Shares
|
| | | | 2,710,421 | | | | | | 6.8% | | | | | | 2,617,850 | | | | | | 6.5% | | | | | | 2,525,278 | | | | | | 6.3% | | |
IOAC Sponsor Shares
|
| | | | 9,010,000 | | | | | | 22.5% | | | | | | 9,010,000 | | | | | | 22.5% | | | | | | 9,010,000 | | | | | | 22.6% | | |
Cantor and CCM
|
| | | | 100,000 | | | | | | 0.2% | | | | | | 100,000 | | | | | | 0.3% | | | | | | 100,000 | | | | | | 0.3% | | |
Ananda Trust
|
| | | | 1,000,000 | | | | | | 2.5% | | | | | | 1,000,000 | | | | | | 2.5% | | | | | | 1,000,000 | | | | | | 2.5% | | |
Private Financing Investors
|
| | | | 4,196,279 | | | | | | 10.5% | | | | | | 4,196,279 | | | | | | 10.5% | | | | | | 4,196,279 | | | | | | 10.5% | | |
New Zoomcar shares issued in Business
Combination |
| | | | 23,064,644 | | | | | | 57.5% | | | | | | 23,064,644 | | | | | | 57.7% | | | | | | 23,064,644 | | | | | | 57.8% | | |
Total shares outstanding
|
| | |
|
40,081,344
|
| | | |
|
100.0%
|
| | | |
|
39,988,773
|
| | | |
|
100.0
|
| | | |
|
39,896,201
|
| | | |
|
100.0
|
| |
| | |
Scenario 4 Assuming
75% Redemptions |
| |
Scenario 5 Maximum
Redemptions |
| ||||||||||||||||||
Pro Forma Ownership
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| ||||||||||||
IOAC Public Shares
|
| | | | 2,432,707 | | | | | | 6.1% | | | | | | 2,340,136 | | | | | | 5.9% | | |
IOAC Sponsor Shares
|
| | | | 9,010,000 | | | | | | 22.6% | | | | | | 9,010,000 | | | | | | 22.7% | | |
Cantor and CCM
|
| | | | 100,000 | | | | | | 0.3% | | | | | | 100,000 | | | | | | 0.3% | | |
Ananda Trust
|
| | | | 1,000,000 | | | | | | 2.5% | | | | | | 1,000,000 | | | | | | 2.5% | | |
Private Financing Investors
|
| | | | 4,196,279 | | | | | | 10.5% | | | | | | 4,196,279 | | | | | | 10.6% | | |
New Zoomcar shares issued in Business Combination
|
| | | | 23,064,644 | | | | | | 58.0% | | | | | | 23,064,644 | | | | | | 58.0% | | |
Total shares outstanding
|
| | |
|
39,803,630
|
| | | |
|
100.0
|
| | | |
|
39,711,059
|
| | | | | 100.0 | | |
| | |
Scenario 1
Assuming No Redemptions |
| |
Scenario 2
Assuming 25% Redemptions |
| |
Scenario 3
Assuming 50% Redemptions |
| |
Scenario 4
Assuming 75% Redemptions |
| |
Scenario 5
Maximum Redemptions |
| |||||||||||||||
Unredeemed public shares
|
| | | | 2,710,421 | | | | | | 2,617,850 | | | | | | 2,525,278 | | | | | | 2,432,707 | | | | | | 2,340,136 | | |
Trust proceeds to New Zoomcar(1)
|
| | | $ | 30,602,308 | | | | | $ | 29,557,121 | | | | | $ | 28,511,935 | | | | | $ | 27,466,749 | | | | | $ | 26,421,563 | | |
Deferred underwriting commission
|
| | | $ | 12,100,000 | | | | | $ | 12,100,000 | | | | | $ | 12,100,000 | | | | | $ | 12,100,000 | | | | | $ | 12,100,000 | | |
Value per Share
|
| | | | 39.54% | | | | | | 40.94% | | | | | | 42.44% | | | | | | 44.05% | | | | | | 45.80% | | |
| | |
For the three months
ended June 30, 2023 |
| |
For the three months
ended March 31, 2023 |
| |
For the year ended
December 31, 2022 |
| |||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (458,791) | | | | | $ | (58,851) | | | | | $ | (4,625,808) | | |
Basic and diluted net loss per share – redeemable ordinary shares
|
| | | $ | (0.04) | | | | | $ | (0.00) | | | | | $ | (0.14) | | |
Basic and diluted net loss per share – non-redeemable
ordinary shares |
| | | $ | (0.04) | | | | | $ | (0.00) | | | | | $ | (0.14) | | |
Statement of Cash Flow Data: | | | | | | | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | $ | (513,987) | | | | | $ | (460,162) | | | | | $ | (1,469,198) | | |
Net cash (used in) / provided by investing activities
|
| | | $ | (495,000) | | | | | $ | 205,984,033 | | | | | $ | — | | |
Net cash provided by / (used in) financing activities
|
| | | $ | 995,000 | | | | | $ | (205,484,033) | | | | | $ | 500,000 | | |
Balance Sheets Data:
|
| |
As of June 30, 2023
|
| |
As of March 31, 2023
|
| |
As of December 31, 2022
|
| |||||||||
Cash
|
| | | $ | 36,287 | | | | | $ | 50,274 | | | | | $ | 10,436 | | |
Total assets
|
| | | $ | 34,095,880 | | | | | $ | 33,293,846 | | | | | $ | 238,208,934 | | |
Total liabilities
|
| | | $ | 21,912,934 | | | | | $ | 20,652,109 | | | | | $ | 19,029,313 | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 33,949,490 | | | | | $ | 33,058,050 | | | | | $ | 237,987,893 | | |
Total stockholders’ deficit
|
| | | $ | (21,766,544) | | | | | $ | (20,416,313) | | | | | $ | (18,808,272) | | |
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
Statement of Operations Data:
|
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Net revenue
|
| | | | 8,826,206 | | | | | | 12,797,041 | | | | | | 2,614,618 | | | | | | 1,484,499 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 20,675,611 | | | | | | 25,282,282 | | | | | | 3,610,982 | | | | | | 7,578,577 | | |
Technology and development
|
| | | | 5,176,391 | | | | | | 4,233,860 | | | | | | 1,326,879 | | | | | | 1,396,616 | | |
Sales and marketing
|
| | | | 6,734,205 | | | | | | 9,326,356 | | | | | | 2,705,962 | | | | | | 3,601,652 | | |
General and administrative
|
| | | | 12,695,839 | | | | | | 10,533,993 | | | | | | 2,473,779 | | | | | | 3,903,673 | | |
Total costs and expenses
|
| | | | 45,282,046 | | | | | | 49,376,491 | | | | | | 10,117,602 | | | | | | 16,480,518 | | |
(Loss) income from operations
|
| | | | (36,455,840) | | | | | | (36,579,450) | | | | | | (7,502,984) | | | | | | (14,996,019) | | |
Finance costs
|
| | | | 27,570,752 | | | | | | 3,351,077 | | | | | | 21,520,558 | | | | | | 482,910 | | |
Finance costs to related parties
|
| | | | 64,844 | | | | | | 110,714 | | | | | | 12,861 | | | | | | 85,212 | | |
Gain on troubled debt restructuring
|
| | | | — | | | | | | (7,374,206) | | | | | | — | | | | | | — | | |
Other income, net
|
| | | | (2,043,556) | | | | | | (1,605,023) | | | | | | (251,219) | | | | | | (965,552) | | |
Other income from related parties
|
| | | | (15,804) | | | | | | (16,860) | | | | | | (4,050) | | | | | | (3,712) | | |
(Loss) income before provision for income taxes
|
| | | | (62,032,076) | | | | | | (31,045,152) | | | | | | (28,781,134) | | | | | | (14,594,877) | | |
Provision for income taxes
|
| | | | | | | | | | | | | | | | — | | | | | | — | | |
Net (loss) income
|
| | | | (62,032,076) | | | | | | (31,045,152) | | | | | | (28,781,134) | | | | | | (14,594,877) | | |
| Per share information attributable to Zoomcar: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Basic and diluted
|
| | | | (3.65) | | | | | | (1.84) | | | | | | (1.69) | | | | | | (0.86) | | |
| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Basic and diluted
|
| | | | 16,987,064 | | | | | | 16,840,926 | | | | | | 16,987,064 | | | | | | 16,991,740 | | |
Balance Sheets Data:
|
| |
As of March 31,
|
| |
As of June 30,
|
| ||||||||||||
|
2023
|
| |
2022
|
| |
2023
|
| |||||||||||
Cash and cash equivalents
|
| | | | 3,686,741 | | | | | | 26,783,791 | | | | | | 4,074,164 | | |
Total assets
|
| | | | 16,458,331 | | | | | | 42,173,575 | | | | | | 15,925,522 | | |
Total liabilities
|
| | | | 68,400,859 | | | | | | 36,752,967 | | | | | | 96,329,149 | | |
Redeemable non controlling interest
|
| | | | 25,114,751 | | | | | | 25,114,751 | | | | | | 25,114,751 | | |
Mezzanine equity: | | | | | | | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value (refer to note 17(a))
|
| | | | 168,974,437 | | | | | | 168,974,437 | | | | | | 168,974,437 | | |
Total stockholders’ deficit
|
| | | | (246,031,716) | | | | | | (188,668,580) | | | | | | (274,492,815) | | |
Statements of Cash Flows Data:
|
| |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
|
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||||
Net cash (used in) provided by operating activities
|
| | | | (36,269,517) | | | | | | (31,655,048) | | | | | | (6,436,168) | | | | | | (13,349,349) | | |
Net cash flows generated/(used) from investing activities
|
| | | | 3,904,131 | | | | | | 2,591,230 | | | | | | (146,406) | | | | | | 1,649,296 | | |
Net cash generated/(used) from financing activities
|
| | | | 9,586,814 | | | | | | 26,832,929 | | | | | | 7,010,786 | | | | | | (2,911,771) | | |
Effect of foreign exchange on cash and cash equivalents.
|
| | | | (318,478) | | | | | | (47,368) | | | | | | (40,788) | | | | | | (244,622) | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (22,778,572) | | | | | | (2,230,887) | | | | | | 428,212 | | | | | | (14,611,824) | | |
| | |
Assuming
No Further Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the three months ended June 30, 2023
|
| | | | | | | | | | | | |
Net loss
|
| | | $ | (41,982,338) | | | | | $ | (41,982,338) | | |
Net loss per share – basic and diluted
|
| | | $ | (1.05) | | | | | $ | (1.06) | | |
Weighted average shares outstanding of common stock – basic and diluted
|
| | | | 40,081,344 | | | | | | 39,711,059 | | |
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Year Ended March 31, 2023
|
| | | | | | | | | | | | |
Net loss
|
| | | $ | (105,752,354) | | | | | $ | (105,752,354) | | |
Net loss per share – basic and diluted
|
| | | $ | (2.64) | | | | | $ | (2.66) | | |
Weighted average shares outstanding of common stock – basic and diluted
|
| | | | 40,081,344 | | | | | | 39,711,059 | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data
As of June 30, 2023 |
| | | | | | | | | | | | |
Total assets
|
| | | $ | 18,438,892 | | | | | $ | 14,317,711 | | |
Total liabilities
|
| | | $ | 54,201,852 | | | | | $ | 54,201,852 | | |
Total stockholders’ equity
|
| | | $ | (35,762,960) | | | | | $ | (39,884,141) | | |
| | | | | | | | | | | | | | |
Pro Forma Combined
|
| |
Zoomcar Equivalent Pro Forma
Per Share Data(1) |
| ||||||||||||||||||
| | |
IOAC
(Historical) |
| |
ZOOMCAR, INC.
(Historical) |
| |
Assuming
No Further Redemption |
| |
Assuming
Maximum Redemption |
| |
Assuming
No Further Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||||||||
As of and for the three months ended June 30, 2023
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(2)
|
| | | $ | 1.00 | | | | | $ | (16.16) | | | | | $ | (0.89) | | | | | $ | (1.00) | | | | | $ | (0.03) | | | | | $ | (0.03) | | |
Weighted average shares outstanding of
redeemable ordinary / common shares |
| | | | 3,050,335 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per ordinary / common share, redeemable
|
| | | $ | (0.04) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of
non-redeemable ordinary / common shares |
| | | | 9,110,000 | | | | | | 16,987,064 | | | | | | 40,081,344 | | | | | | 39,711,059 | | | | | | | | | | | | | | |
Net income per ordinary / common share, non-redeemable
|
| | | $ | (0.04) | | | | | $ | (1.69) | | | | | $ | (1.05) | | | | | $ | (1.06) | | | | | $ | (0.04) | | | | | $ | (0.04) | | |
As of and for the Year Ended March 31, 2023
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(2)
|
| | | $ | 0.74 | | | | | $ | (13.01) | | | | | $ | (0.03) | | | | | $ | (0.19) | | | | | $ | (0.00) | | | | | $ | (0.01) | | |
Weighted average shares outstanding of
redeemable ordinary / common shares |
| | | | 7,905,891 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per ordinary / common share, redeemable
|
| | | $ | (0.00) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of
non-redeemable ordinary / common shares |
| | | | 9,110,000 | | | | | | 16,987,064 | | | | | | 40,081,344 | | | | | | 39,711,059 | | | | | | | | | | | | | | |
Net income per ordinary / common share, non-redeemable
|
| | | $ | (0.00) | | | | | $ | (3.65) | | | | | $ | (2.64) | | | | | $ | (2.66) | | | | | $ | (0.07) | | | | | $ | (0.07) | | |
| | |
No Redemptions
|
| |
25% Redemptions
|
| |
50% Redemptions
|
| |
75% Redemptions
|
| |
Maximum Redemptions
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Ownership
|
| |
Shares
|
| |
Ownership
|
| |
Shares
|
| |
Ownership
|
| |
Shares
|
| |
Ownership
|
| |
Shares
|
| |
Ownership
|
| ||||||||||||||||||||||||||||||
Shares of New Zoomcar common stock issuable upon conversion of IOAC ordinary shares into New Zoomcar common stock by virtue of the Domestication:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to non-redeeming public shareholders
|
| | | | 2,710,421 | | | | | | 3.7% | | | | | | 2,617,850 | | | | | | 3.5% | | | | | | 2,525,278 | | | | | | 3.4% | | | | | | 2,432,707 | | | | | | 3.3% | | | | | | 2,340,136 | | | | | | 3.2% | | |
to the Sponsor
|
| | | | 9,010,000 | | | | | | 12.2% | | | | | | 9,010,000 | | | | | | 12.2% | | | | | | 9,010,000 | | | | | | 12.2% | | | | | | 9,010,000 | | | | | | 12.2% | | | | | | 9,010,000 | | | | | | 12.2% | | |
to Cantor and CCM
|
| | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | |
Shares of New Zoomcar common stock issuable:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to Ananda Trust
|
| | | | 1,000,000 | | | | | | 1.3% | | | | | | 1,000,000 | | | | | | 1.4% | | | | | | 1,000,000 | | | | | | 1.4% | | | | | | 1,000,000 | | | | | | 1.4% | | | | | | 1,000,000 | | | | | | 1.4% | | |
to Zoomcar Private Financing Investors
|
| | | | 4,196,279 | | | | | | 5.7% | | | | | | 4,196,279 | | | | | | 5.7% | | | | | | 4,196,279 | | | | | | 5.7% | | | | | | 4,196,279 | | | | | | 5.7% | | | | | | 4,196,279 | | | | | | 5.7% | | |
to the Zoomcar Stockholders as Merger Consideration
|
| | | | 23,064,644 | | | | | | 31.1% | | | | | | 23,064,644 | | | | | | 31.2% | | | | | | 23,064,644 | | | | | | 31.2% | | | | | | 23,064,644 | | | | | | 31.2% | | | | | | 23,064,644 | | | | | | 31.3% | | |
upon the exercise of all outstanding
IOAC warrants |
| | | | 11,500,000 | | | | | | 15.5% | | | | | | 11,500,000 | | | | | | 15.5% | | | | | | 11,500,000 | | | | | | 15.5% | | | | | | 11,500,000 | | | | | | 15.6% | | | | | | 11,500,000 | | | | | | 15.6% | | |
upon the exercise of all outstanding
Zoomcar Warrants |
| | | | 22,537,843 | | | | | | 30.4% | | | | | | 22,537,843 | | | | | | 30.4% | | | | | | 22,537,843 | | | | | | 30.5% | | | | | | 22,537,843 | | | | | | 30.5% | | | | | | 22,537,843 | | | | | | 30.5% | | |
upon the exercise of all outstanding
Zoomcar Options |
| | | | 33,242 | | | | | | 0.0% | | | | | | 33,242 | | | | | | 0.0% | | | | | | 33,242 | | | | | | 0.0% | | | | | | 33,242 | | | | | | 0.0% | | | | | | 33,242 | | | | | | 0.0% | | |
Total | | | | | 74,152,429 | | | | | | 100.0% | | | | | | 74,059,858 | | | | | | 100.0% | | | | | | 73,967,286 | | | | | | 100.0% | | | | | | 73,874,715 | | | | | | 100.0% | | | | | | 73,782,144 | | | | | | 100.0% | | |
Percentage Share Ownership in New Zoomcar
|
| |
No
Redemptions |
| |
Maximum
Redemptions(1) |
| ||||||
IOAC Public Shares
|
| | | | 6.8% | | | | | | 5.9% | | |
IOAC Sponsor Shares
|
| | | | 22.5% | | | | | | 22.7% | | |
Cantor and CCM
|
| | | | 0.2% | | | | | | 0.3% | | |
Ananda Trust
|
| | | | 2.5% | | | | | | 2.5% | | |
Zoomcar Private Financing Investors
|
| | | | 10.5% | | | | | | 10.6% | | |
New Zoomcar shares issued in Business Combination
|
| | | | 57.5% | | | | | | 58.0% | | |
Total Shares Outstanding
|
| | | | 100% | | | | | | 100% | | |
|
![]() |
| |
Zoomcar, Inc.
Guideline Public Companies |
|
|
Company Name
|
| |
Ticker
|
| |
Industry
|
|
| Developed Market | | | | | | | |
| Airbnb, Inc. | | |
NasdaqGS:ABNB
|
| |
Hotels, Resorts and Cruise Lines
|
|
| Booking Holdings Inc. | | |
NasdaqGS:BKNG
|
| |
Hotels, Resorts and Cruise Lines
|
|
| Expedia Group, Inc. | | |
NasdaqGS:EXPE
|
| |
Hotels, Resorts and Cruise Lines
|
|
| DoorDash, Inc. | | |
NYSE:DASH
|
| |
Internet and Direct Marketing Retail
|
|
| Delivery Hero SE | | |
XTRA:DHER
|
| |
Internet and Direct Marketing Retail
|
|
| Upwork Inc. | | |
NasdaqGS:UPWK
|
| |
Human Resource and Employment Services
|
|
| Fiverr International Ltd. | | |
NYSE:FVRR
|
| |
Internet and Direct Marketing Retail
|
|
| Just Eat Takeaway.com N.V. | | |
ENXTAM:TKWY
|
| |
Internet and Direct Marketing Retail
|
|
| GoodRx Holdings, Inc. | | |
NasdaqGS:GDRX
|
| |
Health Care Technology
|
|
| Etsy, Inc. | | |
NasdaqGS:ETSY
|
| |
Internet and Direct Marketing Retail
|
|
| Uber Technologies, Inc. | | |
NYSE:UBER
|
| |
Trucking
|
|
| Lyft, Inc. | | |
NasdaqGS:LYFT
|
| |
Trucking
|
|
| Emerging Market | | | | | | | |
| PT GoTo Gojek Tokopedia Tbk | | |
IDX:GOTO
|
| |
Internet and Direct Marketing Retail
|
|
| Grab Holdings Limited | | |
NasdaqGS:GRAB
|
| |
Trucking
|
|
| MakeMyTrip Limited | | |
NasdaqGS:MMYT
|
| |
Hotels, Resorts and Cruise Lines
|
|
| Zomato Limited | | |
NSEI:ZOMATO
|
| |
Internet and Direct Marketing Retail
|
|
| Swvl Holdings Corp. | | |
NasdaqGM:SWVL
|
| |
Trucking
|
|
| CarTrade Tech Limited | | |
BSE:543333
|
| |
Internet and Direct Marketing Retail
|
|
| IZMO Limited | | |
BSE:532341
|
| |
Internet and Direct Marketing Retail
|
|
| PB Fintech Limited | | |
NSEI:POLICYBZR
|
| |
Insurance Brokers
|
|
| | |
Zoomcar
|
| |
Getaround(1)
|
| |
High Growth
Marketplaces |
| |
Emerging
Market Platforms |
| ||||||||||||
Median 2023E EV/Revenue
|
| | | | 5.0x | | | | | | 3.9x | | | | | | 3.0x | | | | | | 4.7x | | |
in $ millions
|
| |
2022E
|
| |
2023E
|
| ||||||
Gross Booking Value(1)
|
| | | | 62.95 | | | | | | 217.27 | | |
Total Revenues(2)
|
| | | | 19.42 | | | | | | 69.79 | | |
in $ millions
|
| |
2023E
|
| |
2024E
|
| ||||||
Gross Booking Value(1)
|
| | | | 64.7 | | | | | | 202.4 | | |
Total Revenues(2)
|
| | | | 21.60 | | | | | | 72.50 | | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| | Mergers generally require approval of a majority of all outstanding shares. | | | Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. | |
| | | Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. | | | All mergers (other than parent/subsidiary mergers) require shareholder approval – there is No exception for smaller mergers. | |
| | | Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. | | | Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 75% in value of shareholders in attendance and voting at a general meeting. | |
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | | | Under the Cayman Islands Companies Act the Existing Organizational Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Appraisal Rights
|
| | Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger, except in certain circumstances, including where cash is in the merger consideration. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Organizational Documents Proposal 3E). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | | A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. | |
| | | | | | In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances | |
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be eliminated, except with regard to their own fraud or willful default. | |
| | |
Scenario 1
Assuming No Redemptions |
| |
Scenario 2
Assuming 25% Redemptions |
| |
Scenario 3
Assuming 50% Redemptions |
| |
Scenario 4
Assuming 75% Redemptions |
| |
Scenario 5
Maximum Redemptions |
| |||||||||||||||
Unredeemed public shares
|
| | | | 2,710,421 | | | | | | 2,617,850 | | | | | | 2,525,278 | | | | | | 2,432,707 | | | | | | 2,340,136 | | |
Trust proceeds to New Zoomcar(1)
|
| | | $ | 30,602,308 | | | | | $ | 29,557,121 | | | | | $ | 28,511,935 | | | | | $ | 27,466,749 | | | | | $ | 26,421,563 | | |
Deferred underwriting commission
|
| | | $ | 12,100,000 | | | | | $ | 12,100,000 | | | | | $ | 12,100,000 | | | | | $ | 12,100,000 | | | | | $ | 12,100,000 | | |
Value per Share
|
| | | | 39.54% | | | | | | 40.94% | | | | | | 42.44% | | | | | | 44.05% | | | | | | 45.80% | | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
Authorized Shares (Proposal 5A)
|
| | Our Existing Organizational Documents authorized 221,000,000 shares, consisting of (a) 200,000,000 Class A ordinary, (b) 20,000,000 Class B ordinary shares and (c) 1,000,000 preference shares. | | | The Proposed Organizational documents authorize shares, consisting of shares of common stock, par value $0.0001 per share and shares of preferred stock. | |
Amendments (Proposal 5B)
|
| | Our Existing Organizational Documents provide that the provisions of the Existing Organizational Documents may be amended to change IOAC’s name, alter or add to the articles of association, alter or add to the memorandum with respect to any objects, power or other matters specified therein, and reduce IOAC’s share capital or any capital redemption reserve fund. | | | The Proposed Organizational Documents would provide that (i) any amendment to the Proposed Bylaws will require the approval of either the New Zoomcar Board or the holders of at least sixty-six and two-thirds percent (662∕3%) of the voting power of New Zoomcar’s then-outstanding shares of capital stock entitled to vote at a meeting of the stockholders; and (ii) any amendment to certain provisions of the Proposed Charter will require approval by the New Zoomcar Board and the holders of at least a majority of the voting power of all of the outstanding shares of the capital stock of the New Zoomcar entitled to vote thereon. | |
Forum Selection (Proposal 5C)
|
| | Our Existing Organizational Documents do not contain an exclusive forum provision. | | | The Proposed Charter will provide that, unless New Zoomcar consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of New Zoomcar, (ii) any action asserting a claim of breach | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
| | | | | | of a fiduciary duty owed by any director, officer or other employee of New Zoomcar to New Zoomcar or New Zoomcar’s stockholders, (iii) any action asserting a claim against New Zoomcar, its directors, officers or employees arising pursuant to any provision of the DGCL or the Amended Charter or the Amended Bylaws of New Zoomcar, or (iv) any action asserting a claim against New Zoomcar, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. However, the foregoing will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless New Zoomcar consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. | |
Removal of Blank Check Company Provisions
(Proposal 5D) |
| | Our Existing Organizational Documents contain various provisions applicable only to blank check companies. | | | The Proposed Organizational Documents will not include these provisions applicable only to blank check companies. | |
| | |
No Further Redemptions
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
Pro Forma Ownership
|
| |
Number of
Shares |
| |
Percent
Outstanding |
| |
Number of
Shares |
| |
Percent
Outstanding |
| ||||||||||||
IOAC Public Shares
|
| | | | 2,710,421 | | | | | | 6.8% | | | | | | 2,340,136 | | | | | | 5.9% | | |
IOAC Sponsor Shares
|
| | | | 9,010,000 | | | | | | 22.5% | | | | | | 9,010,000 | | | | | | 22.7% | | |
Cantor and CCM
|
| | | | 100,000 | | | | | | 0.2% | | | | | | 100,000 | | | | | | 0.3% | | |
Ananda Trust
|
| | | | 1,000,000 | | | | | | 2.5% | | | | | | 1,000,000 | | | | | | 2.5% | | |
Private Financing Investors
|
| | | | 4,196,279 | | | | | | 10.5% | | | | | | 4,196,279 | | | | | | 10.6% | | |
New Zoomcar shares issued in Business Combination
|
| | | | 23,064,644 | | | | | | 57.5% | | | | | | 23,064,644 | | | | | | 58.0% | | |
Total shares outstanding
|
| | | | 40,081,344 | | | | | | 100.0% | | | | | | 39,711,059 | | | | | | 100.0% | | |
| | |
IOAC
(Historical) |
| |
ZOOMCAR,
INC. (Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Further Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Further Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Maximum Redemption) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 36,287 | | | | | $ | 4,074,164 | | | | | $ | 30,166,329 | | | |
(b)
|
| | | $ | 4,121,181 | | | | | $ | (4,121,181) | | | |
(b)
|
| | | $ | — | | |
| | | | | | | | | | | | | | | | | 3,999,172 | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (11,714,651) | | | |
(i)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (7,850,120) | | | |
(j)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (2,490,000) | | | |
(k)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (12,100,000) | | | |
(l)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 162,624 | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (162,624) | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
Accounts receivable, net of allowance for doubtful accounts
|
| | | | | | | | | | 229,325 | | | | | | | | | | | | | | | 229,325 | | | | | | | | | | | | | | | 229,325 | | |
Receivable from government authorities
|
| | | | | | | | | | 3,981,913 | | | | | | | | | | | | | | | 3,981,913 | | | | | | | | | | | | | | | 3,981,913 | | |
Other current assets
|
| | | | | | | | | | 1,139,190 | | | | | | | | | | | | | | | 1,139,190 | | | | | | | | | | | | | | | 1,139,190 | | |
Prepaid expenses
|
| | | | 110,103 | | | | | | 330,545 | | | | | | 2,356,250 | | | |
(i)
|
| | | | 2,796,898 | | | | | | | | | | | | | | | 2,796,898 | | |
Short term investments with related parties
|
| | | | | | | | | | 166,644 | | | | | | | | | | | | | | | 166,644 | | | | | | | | | | | | | | | 166,644 | | |
Other current assets with related parties
|
| | | | | | | | | | 38,094 | | | | | | | | | | | | | | | 38,094 | | | | | | | | | | | | | | | 38,094 | | |
Assets held for sale
|
| | | | | | | | | | 864,888 | | | | | | | | | | | | | | | 864,888 | | | | | | | | | | | | | | | 864,888 | | |
Total current assets
|
| | |
|
146,390
|
| | | |
|
10,824,763
|
| | | |
|
2,366,980
|
| | | | | | |
|
13,338,133
|
| | | |
|
(4,121,181)
|
| | | | | | |
|
9,216,952
|
| |
Other noncurrent assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Property and equipment, net of accumulated depreciation
|
| | | | | | | | | | 2,410,354 | | | | | | | | | | | | | | | 2,410,354 | | | | | | | | | | | | | | | 2,410,354 | | |
Operating lease right-of-use assets
|
| | | | | | | | | | 1,619,097 | | | | | | | | | | | | | | | 1,619,097 | | | | | | | | | | | | | | | 1,619,097 | | |
Intangible assets, net
|
| | | | | | | | | | 24,427 | | | | | | | | | | | | | | | 24,427 | | | | | | | | | | | | | | | 24,427 | | |
Long term investments
|
| | | | | | | | | | 251,921 | | | | | | | | | | | | | | | 251,921 | | | | | | | | | | | | | | | 251,921 | | |
Long term investments with related parties
|
| | | | | | | | | | 97,596 | | | | | | | | | | | | | | | 97,596 | | | | | | | | | | | | | | | 97,596 | | |
Receivable from government authorities
|
| | | | | | | | | | 270,294 | | | | | | | | | | | | | | | 270,294 | | | | | | | | | | | | | | | 270,294 | | |
Other non-current assets
|
| | | | | | | | | | 427,070 | | | | | | | | | | | | | | | 427,070 | | | | | | | | | | | | | | | 427,070 | | |
Investments held in Trust Account
|
| | | | 33,949,490 | | | | | | | | | | | | (3,783,161) | | | |
(a)
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (30,166,329) | | | |
(b)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 162,624 | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (162,624) | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | |
$
|
34,095,880
|
| | | |
$
|
15,925,522
|
| | | |
$
|
(31,582,510)
|
| | | | | | |
$
|
18,438,892
|
| | | |
$
|
(4,121,181)
|
| | | | | | |
$
|
14,317,711
|
| |
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities
|
| | | | 7,230,999 | | | | | | 6,546,498 | | | | | | (7,850,120) | | | |
(j)
|
| | | | 5,927,377 | | | | | | | | | | | | | | | 5,927,377 | | |
Current portion of long-term debt
|
| | | | | | | | | | 1,380,163 | | | | | | | | | | | | | | | 1,380,163 | | | | | | | | | | | | | | | 1,380,163 | | |
Current portion of long-term debt from related parties
|
| | | | | | | | | | 1,022,980 | | | | | | | | | | | | | | | 1,022,980 | | | | | | | | | | | | | | | 1,022,980 | | |
Current portion of operating lease liabilities
|
| | | | | | | | | | 472,296 | | | | | | | | | | | | | | | 472,296 | | | | | | | | | | | | | | | 472,296 | | |
Current portion of finance lease liabilities
|
| | | | | | | | | | 1,441,731 | | | | | | | | | | | | | | | 1,441,731 | | | | | | | | | | | | | | | 1,441,731 | | |
Contract Liabilities
|
| | | | | | | | | | 867,836 | | | | | | | | | | | | | | | 867,836 | | | | | | | | | | | | | | | 867,836 | | |
Current portion of pension and other employee obligations
|
| | | | | | | | | | 175,296 | | | | | | | | | | | | | | | 175,296 | | | | | | | | | | | | | | | 175,296 | | |
Promissory Note
|
| | | | 2,490,000 | | | | | | | | | | | | (2,490,000) | | | |
(k)
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 162,624 | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (162,624) | | | |
(n)
|
| | | | | | | | | | | | | | | | | | | | | |
Other current liabilities
|
| | | | | | | | | | 2,652,762 | | | | | | | | | | | | | | | 2,652,762 | | | | | | | | | | | | | | | 2,652,762 | | |
Other current liabilities towards related parties
|
| | | | 91,935 | | | | | | 18,245 | | | | | | | | | | | | | | | 110,180 | | | | | | | | | | | | | | | 110,180 | | |
Total current liabilities
|
| | |
|
9,812,934
|
| | | |
|
14,577,807
|
| | | |
|
(10,340,120)
|
| | | | | | |
|
14,050,621
|
| | | |
|
—
|
| | | | | | |
|
14,050,621
|
| |
| | |
IOAC
(Historical) |
| |
ZOOMCAR,
INC. (Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Further Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Further Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Maximum Redemption) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Long-term debt, less current portion
|
| | | | | | | | | | 2,747,715 | | | | | | | | | | | | | | | 2,747,715 | | | | | | | | | | | | | | | 2,747,715 | | |
Operating lease liabilities, less current portion
|
| | | | | | | | | | 1,212,499 | | | | | | | | | | | | | | | 1,212,499 | | | | | | | | | | | | | | | 1,212,499 | | |
Finance lease liabilities, less current portion
|
| | | | | | | | | | 4,673,920 | | | | | | | | | | | | | | | 4,673,920 | | | | | | | | | | | | | | | 4,673,920 | | |
Pension and other employee obligations, less current
portion |
| | | | | | | | | | 613,538 | | | | | | | | | | | | | | | 613,538 | | | | | | | | | | | | | | | 613,538 | | |
Preferred stock warrant liability
|
| | | | | | | | | | 945,548 | | | | | | | | | | | | | | | 945,548 | | | | | | | | | | | | | | | 945,548 | | |
Convertible promissory note
|
| | | | | | | | | | 11,364,749 | | | | | | (11,364,749) | | | |
(c)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Senior Surbodinated Convertible Promissory
Notes |
| | | | | | | | | | 36,596,708 | | | | | | 9,865,984 | | | |
(d)
|
| | | | — | | | | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (46,462,692) | | | |
(e)
|
| | | | | | | | | | | | | | | | | | | | | |
Derivative financial instruments
|
| | | | | | | | | | 23,596,665 | | | | | | 6,361,346 | | | |
(d)
|
| | | | 29,958,011 | | | | | | | | | | | | | | | 29,958,011 | | |
Deferred underwriting fee payable
|
| | | | 12,100,000 | | | | | | | | | | | | (12,100,000) | | | |
(l)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Total liabilities
|
| | | $ | 21,912,934 | | | | | $ | 96,329,149 | | | | | $ | (64,040,231) | | | | | | | | $ | 54,201,852 | | | | | $ | — | | | | | | | | $ | 54,201,852 | | |
Class A ordinary shares subject to possible
redemption, 3,050,335 shares at redemption value of $11.13 per share at June 30, 2023 |
| | | $ | 33,949,490 | | | | | | | | | | | $ | (3,783,161) | | | |
(a)
|
| | | $ | — | | | | | | | | | | | | | | $ | — | | |
| | | | | | | | | | | | | | | | $ | (30,166,329) | | | |
(b)
|
| | | | | | | | | | | | | | | | | | | | | |
Redeemable non controlling interest
|
| | | | | | | | | | 25,114,751 | | | | | | (25,114,751) | | | |
(g)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Preferred stock, $0.0001 par value
|
| | | | | | | | | | 168,974,437 | | | | | | (168,974,437) | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,060,000 issued and outstanding
|
| | | | 106 | | | | | | | | | | | | (106) | | | |
(h)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,050,000 shares issued and outstanding
|
| | | | 805 | | | | | | | | | | | | (805) | | | |
(h)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Common stock, $0.0001 par value, 220,000,000 authorized, 16,987,064 shares issued and outstanding
|
| | | | | | | | | | 1,699 | | | | | | (1,699) | | | |
(f)
|
| | | | — | | | | | | | | | | | | | | | — | | |
Common Shares
|
| | | | | | | | | | | | | | | | 271 | | | |
(b)
|
| | | | 4,009 | | | | | | (37) | | | |
(b)
|
| | | $ | 3,972 | | |
| | | | | | | | | | | | | | | | | 48 | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 420 | | | |
(e)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,259 | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 100 | | | |
(c)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 911 | | | |
(h)
|
| | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | | | | | | | 22,585,078 | | | | | | 30,166,058 | | | |
(b)
|
| | | | 282,788,491 | | | | | | (4,121,144) | | | |
(b)
|
| | | $ | 278,667,347 | | |
| | | | | | | | | | | | | | | | | 46,462,272 | | | |
(e)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,651 | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 194,086,929 | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 11,364,649 | | | |
(c)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (21,767,455) | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,819,932) | | | |
(i)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,709,241 | | | |
(q)
|
| | | | | | | | | | | | | | | | | | | | | |
Accumulated deficit
|
| | | | (21,767,455) | | | | | | (298,783,414) | | | | | | (7,538,469) | | | |
(i)
|
| | | | (320,259,282) | | | | | | | | | | | | | | $ | (320,259,282) | | |
| | | | | | | | | | | | | | | | | (12,228,158) | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 21,767,455 | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,709,241) | | | |
(q)
|
| | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | | | | | | | 1,703,822 | | | | | | | | | | | | | | | 1,703,822 | | | | | | | | | | | | | | $ | 1,703,822 | | |
Total shareholders’ equity (deficit)
|
| | | | (21,766,544) | | | | | | (274,492,815) | | | | | | 260,496,399 | | | | | | | | | (35,762,960) | | | | | | (4,121,181) | | | | | | | | | (39,884,141) | | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
|
| | | $ | 34,095,880 | | | | | $ | 15,925,522 | | | | | $ | (31,582,510) | | | | | | | | $ | 18,438,892 | | | | | $ | (4,121,181) | | | | | | | | $ | 14,317,711 | | |
|
| | |
IOAC
(Historical) for the 3 months ended June 30, 2023 |
| |
ZOOMCAR, INC.
(Historical) for three months ended June 30, 2023 |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues from services
|
| | | $ | — | | | | | $ | 2,614,618 | | | | | $ | — | | | | | | | | $ | 2,614,618 | | | | | | | | | | | $ | 2,614,618 | | |
Total revenue
|
| | | | | | | | | | 2,614,618 | | | | | | | | | | | | | | | 2,614,618 | | | | | | | | | | | | 2,614,618 | | |
Cost and Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | | | | | | | 3,610,982 | | | | | | | | | | | | | | | 3,610,982 | | | | | | | | | | | | 3,610,982 | | |
Technology and development
|
| | | | | | | | | | 1,326,879 | | | | | | | | | | | | | | | 1,326,879 | | | | | | | | | | | | 1,326,879 | | |
Sales and marketing
|
| | | | | | | | | | 2,705,962 | | | | | | | | | | | | | | | 2,705,962 | | | | | | | | | | | | 2,705,962 | | |
General and administrative
|
| | | | 855,233 | | | | | | 2,473,779 | | | | | | 117,813 | | | |
(p)
|
| | | | 3,446,825 | | | | | | | | | | | | 3,446,825 | | |
Total costs and expenses
|
| | |
|
855,233
|
| | | | | 10,117,602 | | | | |
|
117,813
|
| | | | | | |
|
11,090,648
|
| | | |
|
—
|
| | | | | 11,090,648 | | |
Loss from operations before income tax
|
| | | | (855,233) | | | | | | (7,502,984) | | | | | | (117,813) | | | | | | | | | (8,476,030) | | | | | | — | | | | | | (8,476,030) | | |
Other costs (income) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | (396,442) | | | | | | | | | | | | 396,442 | | | |
(o)
|
| | | | — | | | | | | | | | | | | — | | |
Finance costs
|
| | | | | | | | | | 21,520,558 | | | | | | 12,228,158 | | | |
(d)
|
| | | | 33,748,716 | | | | | | | | | | | | 33,748,716 | | |
Finance costs to related parties
|
| | | | | | | | | | 12,861 | | | | | | | | | | | | | | | 12,861 | | | | | | | | | | | | 12,861 | | |
Other income, net
|
| | | | | | | | | | (251,219) | | | | | | | | | | | | | | | (251,219) | | | | | | | | | | | | (251,219) | | |
Other income from related parties
|
| | | | | | | | | | (4,050) | | | | | | | | | | | | | | | (4,050) | | | | | | | | | | | | (4,050) | | |
Total other costs (income)
|
| | |
|
(396,442)
|
| | | |
|
21,278,150
|
| | | |
|
12,624,600
|
| | | | | | |
|
33,506,308
|
| | | | | | | | | | | 33,506,308 | | |
Loss before taxes
|
| | |
|
(458,791)
|
| | | |
|
(28,781,134)
|
| | | |
|
(12,742,413)
|
| | | | | | |
|
(41,982,338)
|
| | | |
|
—
|
| | | | | (41,982,338) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss)
|
| | | $ | (458,791) | | | | | $ | (28,781,134) | | | | | $ | (12,742,413) | | | | | | | | $ | (41,982,338) | | | | | | | | | | |
$
|
(41,982,338)
|
| |
Weighted average shares outstanding, redeemable shares
|
| | | | 3,050,335 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share, redeemable shares
|
| | | $ | (0.04) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, non-redeemable shares
|
| | | | 9,110,000 | | | | | | 16,987,064 | | | | | | | | | | | | | | | 40,081,344 | | | | | | | | | | | | 39,711,059 | | |
Basic and diluted net loss per share, non-redeemable shares
|
| | | $ | (0.04) | | | | | $ | (1.69) | | | | | | | | | | | | | | $ | (1.05) | | | | | | | | | | | $ | (1.06) | | |
| | |
IOAC
(Historical) for the 12 months ended March 31, 2023 |
| |
ZOOMCAR, INC.
(Historical) for year ended March 31, 2023 |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from rentals
|
| | | $ | — | | | | | $ | 165,834 | | | | | $ | — | | | | | | | | $ | 165,834 | | | | | | | | | | | $ | 165,834 | | |
Revenues from services
|
| | | | | | | | | | 8,586,785 | | | | | | | | | | | | | | | 8,586,785 | | | | | | | | | | | | 8,586,785 | | |
Other revenues
|
| | | | | | | | | | 73,587 | | | | | | | | | | | | | | | 73,587 | | | | | | | | | | | | 73,587 | | |
Total revenue
|
| | | | | | | | | | 8,826,206 | | | | | | | | | | | | | | | 8,826,206 | | | | | | | | | | | | 8,826,206 | | |
Cost and Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | | | | | | | 20,675,611 | | | | | | 259,763 | | | |
(q)
|
| | | | 20,675,374 | | | | | | | | | | | | 20,675,374 | | |
Technology and development
|
| | | | | | | | | | 5,176,391 | | | | | | 160,931 | | | |
(q)
|
| | | | 5,337,322 | | | | | | | | | | | | 5,337,322 | | |
Sales and marketing
|
| | | | | | | | | | 6,734,205 | | | | | | 26,254 | | | |
(q)
|
| | | | 6,760,459 | | | | | | | | | | | | 6,760,459 | | |
General and administrative
|
| | | | 6,335,153 | | | | | | 12,695,839 | | | | | | 9,358,401 | | | |
(p)
|
| | | | 29,651,686 | | | | | | — | | | | | | 29,651,686 | | |
| | | | | | | | | | | | | | | | | 1,262,293 | | | |
(q)
|
| | | | | | | | | | | | | | | | | | |
Total costs and expenses
|
| | | | 6,335,153 | | | | | | 45,282,046 | | | | | | 11,067,642 | | | | | | | | | 62,684,841 | | | | | | — | | | | | | 62,684,841 | | |
Loss from operations before income
tax |
| | | | (6,335,153) | | | | | | (36,455,840) | | | | | | (11,067,642) | | | | | | | | | (53,858,635) | | | | | | — | | | | | | (53,858,635) | | |
Other costs (income) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | (4,414,489) | | | | | | | | | | | | 4,414,489 | | | |
(o)
|
| | | | — | | | | | | | | | | | | — | | |
Finance costs
|
| | | | | | | | | | 27,570,752 | | | | | | 26,317,483 | | | |
(d)
|
| | | | 53,888,235 | | | | | | | | | | | | 53,888,235 | | |
Finance costs to related parties
|
| | | | | | | | | | 64,844 | | | | | | | | | | | | | | | 64,844 | | | | | | | | | | | | 64,844 | | |
Other income, net
|
| | | | | | | | | | (2,043,556) | | | | | | | | | | | | | | | (2,043,556) | | | | | | | | | | | | (2,043,556) | | |
Other income from related parties
|
| | | | | | | | | | (15,804) | | | | | | | | | | | | | | | (15,804) | | | | | | | | | | | | (15,804) | | |
Total other costs (income)
|
| | | | (4,414,489) | | | | | | 25,576,236 | | | | | | 30,731,972 | | | | | | | | | 51,893,719 | | | | | | | | | | | | 51,893,719 | | |
Income (loss) before taxes
|
| | | | (1,920,664) | | | | | | (62,032,076) | | | | | | (41,799,614) | | | | | | | | | (105,752,354) | | | | | | — | | | | | | (105,752,354) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss)
|
| | | $ | (1,920,664) | | | | | $ | (62,032,076) | | | | | $ | (41,799,614) | | | | | | | | $ | (105,752,354) | | | | | | | | | | | $ | (105,752,354) | | |
Weighted average shares outstanding, redeemable shares
|
| | | | 19,119,380 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share, redeemable shares
|
| | | $ | (0.07) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, non-redeemable shares
|
| | | | 9,110,000 | | | | | | 16,987,064 | | | | | | | | | | | | | | | 40,081,344 | | | | | | | | | | | | 39,711,059 | | |
Basic and diluted net loss per share, non-redeemable shares
|
| | | $ | (0.07) | | | | | $ | (3.65) | | | | | | | | | | | | | | $ | (2.64) | | | | | | | | | | | $ | (2.66) | | |
| | |
For the three months ended
June 30, 2023 |
| |
For the year ended
March 31, 2023 |
| ||||||||||||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro forma net loss
|
| | | $ | (41,982,338) | | | | | | (41,982,338) | | | | | $ | (105,752,354) | | | | | | (105,752,354) | | |
Weighted average shares outstanding of common stock – basic and fully diluted
|
| | | | 40,081,344 | | | | | | 39,711,059 | | | | | | 40,081,344 | | | | | | 39,711,059 | | |
Net loss per share – basic and fully diluted
|
| | | $ | (1.05) | | | | | | (1.06) | | | | | $ | (2.64) | | | | | | (2.66) | | |
Excluded securities(1): | | | | | | | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | | 11,500,000 | | | | | | 11,500,000 | | | | | | 11,500,000 | | | | | | 11,500,000 | | |
Zoomcar Warrants Outstanding
|
| | | | 22,537,843 | | | | | | 22,537,843 | | | | | | 22,537,843 | | | | | | 22,537,843 | | |
Total
|
| | | | 34,037,843 | | | | | | 34,037,843 | | | | | | 34,037,843 | | | | | | 34,037,843 | | |
| | |
For the year ended
December 31, 2022 |
| |
For the three month ended
|
| |
For the twelve months ended
March 31, 2023 |
| |||||||||||||||
| | |
March 31,
2023 |
| |
March 31,
2022 |
| ||||||||||||||||||
Formation and operating costs
|
| | | $ | 8,009,751 | | | | | $ | 1,113,042 | | | | | $ | 2,787,640 | | | | | $ | 6,335,153 | | |
Loss from operations
|
| | | | (8,009,751) | | | | | | (1,113,042) | | | | | | (2,787,640) | | | | | | (6,335,153) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income – bank
|
| | | | 56 | | | | | | 1 | | | | | | 21 | | | | | | 36 | | |
Interest earned on cash held in Trust Account
|
| | | | 3,383,887 | | | | | | 1,054,190 | | | | | | 23,624 | | | | | | 4,414,453 | | |
Other income
|
| | | | 3,383,943 | | | | | | 1,054,191 | | | | | | 23,645 | | | | | | 4,414,489 | | |
Net loss
|
| | | | (4,625,808) | | | | | | (58,851) | | | | | | (2,763,995) | | | | | | (1,920,664) | | |
Weighted average shares
outstanding, redeemable Class A ordinary shares |
| | | | 23,000,000 | | | | | | 7,905,891 | | | | | | 23,000,000 | | | | | | 19,119,380 | | |
Basic and diluted net loss per share,
redeemable Class A ordinary shares |
| | | | (0.14) | | | | | | (0.00) | | | | | | (0.09) | | | | | | (0.07) | | |
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares
|
| | | | 9,110,000 | | | | | | 9,110,000 | | | | | | 9,110,000 | | | | | | 9,110,000 | | |
Basic and diluted net loss per share,
non-redeemable Class A and Class B ordinary shares |
| | | | (0.14) | | | | | | (0.00) | | | | | | (0.09) | | | | | | (0.07) | | |
Name
|
| |
Age
|
| |
Position
|
|
Mohan Ananda, Ph.D.
|
| |
76
|
| |
Chairman of the Board of Directors, Chief Executive Officer and Director
|
|
Madan Menon | | |
42
|
| |
Secretary, Chief Operating Officer, Chief Compliance Officer and Director
|
|
Elaine Price | | |
67
|
| | Chief Financial Officer | |
Fernando Garibay | | |
47
|
| | Director | |
Nisheet Gupta | | |
48
|
| | Director | |
Year
|
| |
0
|
| |
1
|
| |
2
|
| |
3
|
| ||||||||||||
Host Revenue Share
|
| | | $ | 0 | | | | | $ | 6,270 | | | | | $ | 6,270 | | | | | $ | 6,270 | | |
Fixed costs
|
| | | | | | | | | $ | (4,397) | | | | | $ | (4,555) | | | | | $ | (4,736) | | |
Vehicle monthly payment
|
| | | | | | | | | $ | (3,284) | | | | | $ | (3,284) | | | | | $ | (3,284) | | |
Maintenance costs
|
| | | | | | | | | $ | (1,050) | | | | | $ | (1,208) | | | | | $ | (1,389) | | |
Device chargeback
|
| | | | | | | | | $ | (63) | | | | | $ | (63) | | | | | $ | (63) | | |
Vehicle Residual Value
|
| | | | | | | | | | | | | | | | | | | | | $ | 3,600 | | |
Loan Paydown
|
| | | | | | | | | | | | | | | | | | | | | $ | (4,080) | | |
Annual pre-tax cash flow
|
| | | $ | (1,800) | | | | | $ | 1,873 | | | | | $ | 1,715 | | | | | $ | 1,054 | | |
Cumulative pre-tax cash flow
|
| | | | | | | | | $ | 73 | | | | | $ | 1,788 | | | | | $ | 2,842 | | |
Payback | | | | | | | | | | | 1 Year | | | | | | | | | | | | | | |
IRR | | | | | | | | | | | 77% | | | | | | | | | | | | | | |
Cash-on-cash return
|
| | | | | | | | | | 2.6x | | | | | | | | | | | | | | |
Fees Charged to Guest:
|
| |
Percentage to Zoomcar:
|
| |
Percentage to Host:
|
|
Upfront booking fee (less discounts and credits, incl. taxes) | | |
Approximately 40%
|
| |
Approximately 60%
|
|
Value-added fees (trip protection)
|
| |
100%
|
| |
0%
|
|
Guest platform fees
|
| |
100%
|
| |
0%
|
|
Other fees (late fees, fuel charges, trip extension)
|
| |
Approximately 0 – 40%
|
| |
Approximately 60 – 100%
|
|
| Guest(1) | | | | | | | |
|
Upfront booking fee (less discounts and credits, incl taxes)
|
| | | | 58.6 | | |
|
(+) Value added fees (Trip protection)
|
| | | | 3.6 | | |
|
(+) Guest platform fees
|
| | | | 0.7 | | |
|
(+) Other fees (Late fees, fuel charges, trip extension)
|
| | | | 13.1 | | |
|
Total collected from guest (GBV)
|
| | | | 75.9 | | |
|
(-) Host revenue share
|
| | | | -43.4 | | |
|
(-) Other uncollected fees(3)
|
| | | | -6.6 | | |
|
(-) Taxes
|
| | | | -4.7 | | |
|
Net Collections from Guest
|
| | | | 21.2 | | |
| Host(1) | | | | | | | |
|
Upfront booking fee (less discounts and credits, incl taxes)
|
| | | | 58.6 | | |
|
(+) Other fees (fuel charges, trip extension, cancellation fees)
|
| | | | 13.1 | | |
|
(+) Host incentives and other bonuses
|
| | | | 3.0 | | |
|
(+) Host reimbursements/refunds
|
| | | | 0.9 | | |
|
(-) Revenue share to Zoomcar
|
| | | | -28.3 | | |
|
(-) Host marketplace fees
|
| | | | -1.1 | | |
|
Total paid to Host
|
| | | | 46.2 | | |
| Zoomcar(1) | | | | | | | |
|
Revenue share to Zoomcar
|
| | | | 28.3 | | |
|
(+) Guest platform fee
|
| | | | 0.7 | | |
|
(+) Host marketplace fees
|
| | | | 1.1 | | |
|
(+) Value added fees (Trip protection)
|
| | | | 3.6 | | |
|
(-) Host incentives offset against revenue
|
| | | | -2.3 | | |
|
(-) Host reimbursements/refunds
|
| | | | -0.9 | | |
|
(-) Other uncollected fees(4)
|
| | | | -1.6 | | |
|
(-) Taxes
|
| | | | -4.7 | | |
|
Total Net Revenue
|
| | | | 24.1 | | |
|
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
(in thousands)
|
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Booking Days
|
| | | | 813 | | | | | | 493 | | | | | | 183 | | | | | | 237 | | |
Gross Booking Value
|
| | | $ | 33,160 | | | | | $ | 21,571 | | | | | $ | 7,262 | | | | | $ | 9,011 | | |
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Net revenue
|
| | | | 8,826,206 | | | | | | 12,797,041 | | | | | | 2,614,618 | | | | | | 1,484,499 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 20,675,611 | | | | | | 25,282,282 | | | | | | 3,610,982 | | | | | | 7,578,577 | | |
Technology and development
|
| | | | 5,176,391 | | | | | | 4,233,860 | | | | | | 1,326,879 | | | | | | 1,396,616 | | |
Sales and marketing
|
| | | | 6,734,205 | | | | | | 9,326,356 | | | | | | 2,705,962 | | | | | | 3,601,652 | | |
General and administrative
|
| | | | 12,695,839 | | | | | | 10,533,993 | | | | | | 2,473,779 | | | | | | 3,903,673 | | |
Total costs and expenses
|
| | | | 45,282,046 | | | | | | 49,376,491 | | | | | | 10,117,602 | | | | | | 16,480,518 | | |
(Loss) income from operations
|
| | | | (36,455,840) | | | | | | (36,579,450) | | | | | | (7,502,984) | | | | | | (14,996,019) | | |
Finance costs
|
| | | | 27,570,752 | | | | | | 3,351,077 | | | | | | 21,520,558 | | | | | | 482,910 | | |
Finance costs to related parties
|
| | | | 64,844 | | | | | | 110,714 | | | | | | 12,861 | | | | | | 85,212 | | |
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Gain on troubled debt restructuring
|
| | | | — | | | | | | (7,374,206) | | | | | | — | | | | | | — | | |
Other income, net
|
| | | | (2,043,556) | | | | | | (1,605,023) | | | | | | (251,219) | | | | | | (965,552) | | |
Other income from related parties
|
| | | | (15,804) | | | | | | (16,860) | | | | | | (4,050) | | | | | | (3,712) | | |
(Loss) income before provision for income taxes
|
| | | | (62,032,076) | | | | | | (31,045,152) | | | | | | (28,781,134) | | | | | | (14,594,877) | | |
Provision for income taxes
|
| | | | | | | | | | | | | | | | — | | | | | | — | | |
Net (loss) income
|
| | | | (62,032,076) | | | | | | (31,045,152) | | | | | | (28,781,134) | | | | | | (14,594,877) | | |
|
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Net revenue
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 234% | | | | | | 198% | | | | | | 138% | | | | | | 511% | | |
Technology and development
|
| | | | 59% | | | | | | 33% | | | | | | 51% | | | | | | 94% | | |
Sales and marketing
|
| | | | 76% | | | | | | 73% | | | | | | 103% | | | | | | 243% | | |
General and administrative
|
| | | | 144% | | | | | | 82% | | | | | | 95% | | | | | | 263% | | |
Total costs and expenses
|
| | | | 513% | | | | | | 386% | | | | | | 387% | | | | | | 1110% | | |
(Loss) income from operations
|
| | | | -413% | | | | | | -286% | | | | | | -287% | | | | | | -1010% | | |
Finance costs
|
| | | | 312% | | | | | | 26% | | | | | | 823% | | | | | | 33% | | |
Finance costs to related parties
|
| | | | 1% | | | | | | 1% | | | | | | 0% | | | | | | 6% | | |
Gain on troubled debt restructuring
|
| | | | 0% | | | | | | -58% | | | | | | 0% | | | | | | 0% | | |
Other income, net
|
| | | | -23% | | | | | | -13% | | | | | | -10% | | | | | | -65% | | |
Other income from related parties
|
| | | | 0% | | | | | | 0% | | | | | | 0% | | | | | | 0% | | |
(Loss) income before provision for income taxes
|
| | | | -703% | | | | | | -243% | | | | | | -1101% | | | | | | -983% | | |
Provision for income taxes
|
| | | | 0% | | | | | | 0% | | | | | | 0% | | | | | | 0% | | |
Net (loss) income
|
| | | | -703% | | | | | | -243% | | | | | | -1101% | | | | | | -983% | | |
| | |
(Amounts in USD)
|
| |||||||||||||||||||||
| | |
Three months ended June 30,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023 to 2022
$ change |
| |
2023 to 2022
% change |
| ||||||||||||
Net Revenue
|
| | | | 2,614,618 | | | | | | 1,484,499 | | | | | | 1,130,119 | | | | | | 76% | | |
Income from rentals
|
| | | | — | | | | | | 146,513 | | | | | | (146,513) | | | | | | -100% | | |
Revenues from services
|
| | | | 2,614,618 | | | | | | 1,316,679 | | | | | | 1,297,939 | | | | | | 99% | | |
Other revenues
|
| | | | — | | | | | | 21,307 | | | | | | (21,307) | | | | | | -100% | | |
| | |
(Amounts in USD)
|
| |||||||||||||||||||||
| | |
Three months ended June 30,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023 to 2022
$ change |
| |
2023 to 2022
% change |
| ||||||||||||
Cost of revenue
|
| | | | 3,610,982 | | | | | | 7,578,577 | | | | | | (3,967,595) | | | | | | -52% | | |
Technology and development
|
| | | | 1,326,879 | | | | | | 1,396,616 | | | | | | (69,737) | | | | | | -5% | | |
Sales and marketing
|
| | | | 2,705,962 | | | | | | 3,601,652 | | | | | | (895,690) | | | | | | -25% | | |
General and administrative
|
| | | | 2,473,779 | | | | | | 3,903,673 | | | | | | (1,429,895) | | | | | | -37% | | |
Total costs and expenses
|
| | | | 10,117,602 | | | | | | 16,480,518 | | | | | | (6,362,917) | | | | | | -39% | | |
| | |
Three months ended June 30,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023 to 2022
$ change |
| |
2023 to 2022
% change |
| ||||||||||||
Finance costs
|
| | | | 21,520,558 | | | | | | 482,910 | | | | | | 21,037,648 | | | | | | 4,356% | | |
Finance costs to related parties
|
| | | | 12,861 | | | | | | 85,212 | | | | | | (72,351) | | | | | | -85% | | |
| | |
(Amounts in USD)
|
| |||||||||||||||||||||
| | |
Three months ended June 30,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023 to 2022
$ change |
| |
2023 to 2022
% change |
| ||||||||||||
Other income, net
|
| | | | 251,219 | | | | | | 965,552 | | | | | | (714,333) | | | | | | -74% | | |
Other income from related parties
|
| | | | (4,050) | | | | | | (3,712) | | | | | | (338) | | | | | | 9% | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022 to 2023
$ change |
| |
2022 to 2023
% change |
| ||||||||||||
Short term rental revenue
|
| | | | 165,834 | | | | | | 12,057,401 | | | | | | (11,891,567) | | | | | | -99% | | |
Facilitation revenue (net)
|
| | | | 8,586,785 | | | | | | 589,331 | | | | | | 7,997,454 | | | | | | 1,357% | | |
Other revenues
|
| | | | 73,587 | | | | | | 150,309 | | | | | | (76,722) | | | | | | -51% | | |
Net Revenue
|
| | | | 8,826,206 | | | | | | 12,797,041 | | | | | | (3,970,835) | | | | | | -31% | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022 to 2023
$ change |
| |
2022 to 2023
% change |
| ||||||||||||
Cost of revenue
|
| | | | 20,675,611 | | | | | | 25,282,282 | | | | | | (4,606,671) | | | | | | -18% | | |
Technology and development
|
| | | | 5,176,391 | | | | | | 4,233,860 | | | | | | 942,531 | | | | | | 22% | | |
Sales and marketing
|
| | | | 6,734,205 | | | | | | 9,326,356 | | | | | | (2,592,151) | | | | | | -28% | | |
General and administrative
|
| | | | 12,695,839 | | | | | | 10,533,993 | | | | | | 2,161,846 | | | | | | 21% | | |
Total costs and expenses
|
| | | | 45,282,046 | | | | | | 49,376,491 | | | | | | (4,094,445) | | | | | | -8% | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022 to 2023
$ change |
| |
2022 to 2023
% change |
| ||||||||||||
Finance costs
|
| | | | 27,570,752 | | | | | | 3,351,077 | | | | | | 24,219,675 | | | | | | 723% | | |
Finance costs to related parties
|
| | | | 64,844 | | | | | | 110,714 | | | |
(45,870)
|
| | | | -41% | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022 to 2023
$ change |
| |
2022 to 2023
% change |
| ||||||||||||
Gain on troubled debt restructuring
|
| | | | — | | | | | | 7,374,206 | | | | | | (7,374,206) | | | | | | -100% | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2022 to 2023
$ change |
| |
2022 to 2023
% change |
| ||||||||||||
Other income, net
|
| | | | 2,043,556 | | | | | | 1,605,022 | | | | | | 438,534 | | | | | | 27% | | |
Other income from related parties
|
| | | | (15,804) | | | | | | (16,860) | | | | | | 1,056 | | | | | | -6% | | |
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Gross profit /(loss)
|
| | | $ | (11,849,405) | | | | | $ | (12,485,241) | | | | | $ | (996,364) | | | | | $ | (6,094,078) | | |
Contribution (loss) profit
|
| | | | (14,227,150) | | | | | | (10,911,834) | | | | | | (1,166,449) | | | | | | (8,015,687) | | |
Gross margin
|
| | | | -134% | | | | | | -98% | | | | | | -38% | | | | | | -411% | | |
Contribution margin
|
| | | | -161% | | | | | | -85% | | | | | | -45% | | | | | | -540% | | |
Net (loss) income
|
| | |
|
(62,032,076)
|
| | | |
|
(31,045,152)
|
| | | | | (28,781,134) | | | | | | (14,594,877) | | |
Adjusted EBITDA
|
| | | | (32,105,322) | | | | | | (29,510,265) | | | | | | (6,803,291) | | | | | | (13,055,063) | | |
| | |
Year ended 31 March
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Net revenue
|
| | | $ | 8,826,206 | | | | | $ | 12,797,041 | | | | | $ | 2,614,618 | | | | | $ | 1,484,499 | | |
Cost of revenue
|
| | | $ | 20,675,611 | | | | | $ | 25,282,282 | | | | | $ | 3,610,982 | | | | | $ | 7,578,577 | | |
Gross Profit
|
| | | $ | (11,849,405) | | | | | $ | (12,485,241) | | | | | $ | (996,364) | | | | | $ | (6,094,078) | | |
Add: Depreciation and amortization
|
| | | | 337,010 | | | | | | 3,059,096 | | | | | | 208,935 | | | | | | 88,084 | | |
Add: Stock-based compensation
|
| | | | 575,662 | | | | | | 732,792 | | | | | | 67,509 | | | | | | 264,031 | | |
Add: Overhead costs in COR (rent, software support, insurance, travel)
|
| | | | 1,840,149 | | | | | | 4,859,629 | | | | | | 432,892 | | | | | | 541,140 | | |
Less: Host Incentives and Marketing costs
(excl. brand marketing) |
| | | | 5,130,566 | | | | | | 7,078,110 | | | | | | 879,421 | | | | | | 2,814,864 | | |
Less: Host incentives
|
| | | | 2,143,199 | | | | | | 3,463,287 | | | | | | 95,796 | | | | | | 1,101,475 | | |
Less: Marketing costs (excl. brand marketing)
|
| | | | 2,987,367 | | | | | | 3,614,823 | | | | | | 783,625 | | | | | | 1,713,389 | | |
Contribution Profit / (Loss)
|
| | | | (14,227,150) | | | | | | (10,911,834) | | | | | | (1,166,449) | | | | | | (8,015,687) | | |
Contribution margin
|
| | | | -161% | | | | | | -85% | | | | | | -45% | | | | | | -540% | | |
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
| | |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Net (Loss) / Income
|
| | | $ | (62,032,076) | | | | | $ | (31,045,152) | | | | | $ | (28,781,134) | | | | | $ | (14,594,877) | | |
Add/ (deduct) | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 740,422 | | | | | | 3,189,567 | | | | | | 255,481 | | | | | | 295,441 | | |
Stock-based compensation
|
| | | | 3,610,097 | | | | | | 3,879,618 | | | | | | 444,212 | | | | | | 1,645,515 | | |
Finance costs
|
| | | | 27,570,752 | | | | | | 3,351,077 | | | | | | 21,520,558 | | | | | | 482,910 | | |
Finance costs to related parties
|
| | | | 64,844 | | | | | | 110,714 | | | | | | 12,861 | | | | | | 85,212 | | |
Gain on troubled debt restructuring
|
| | | | — | | | | | | (7,374,206) | | | | | | — | | | | | | — | | |
Other income, net
|
| | | | (2,043,556) | | | | | | (1,605,023) | | | | | | (251,219) | | | | | | (965,552) | | |
Other income from related parties
|
| | | | (15,804) | | | | | | (16,860) | | | | | | (4,050) | | | | | | (3,712) | | |
Adjusted EBITDA
|
| | | $ | (32,105,322) | | | | | $ | (29,510,265) | | | | | $ | (6,803,291) | | | | | $ | (13,055,063) | | |
| | |
Year ended March 31,
|
| |
Three months ended June 30,
|
| ||||||||||||||||||
Statements of Cash Flows Data:
|
| |
2023
|
| |
2022
|
| |
2023
|
| |
2022
|
| ||||||||||||
Net cash (used in) provided by operating activities
|
| | | | (36,269,517) | | | | | | (31,655,048) | | | | | | (6,436,168) | | | | | | (13,349,349) | | |
Net cash flows generated/(used) from investing
activities |
| | | | 3,904,131 | | | | | | 2,591,230 | | | | | | (146,406) | | | | | | 1,649,296 | | |
Net cash generated/(used) from financing activities
|
| | | | 9,586,814 | | | | | | 26,832,929 | | | | | | 7,010,786 | | | | | | (2,911,771) | | |
Effect of foreign exchange on cash and cash
equivalents. |
| | | | (318,478) | | | | | | (47,367) | | | | | | (40,789) | | | | | | (244,622) | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (22,778,572) | | | | | | (2,230,889) | | | | | | 428,212 | | | | | | (14,611,824) | | |
| | |
Three months ended June 30, 2023
|
| |||||||||
Maturities of lease liabilities are as follows:
|
| |
Operating Leases
|
| |
Finance Leases
|
| ||||||
2024
|
| | | $ | 373,751 | | | | | $ | 1,460,292 | | |
2025
|
| | | | 471,479 | | | | | | 2,090,300 | | |
2026
|
| | | | 350,996 | | | | | | 3,050,407 | | |
2027
|
| | | | 368,060 | | | | | | 672,689 | | |
2028
|
| | | | 385,976 | | | | | | — | | |
Thereafter
|
| | | | 404,789 | | | | | | — | | |
Total Lease Payments
|
| | | | 2,355,051 | | | | | | 7,273,688 | | |
Less : Imputed Interest
|
| | | | 670,256 | | | | | | 1,158,037 | | |
Total Lease Liabilities
|
| | | $ | 1,684,795 | | | | | $ | 6,115,651 | | |
As at
|
| |
June 30, 2023
|
| |||
Current | | | | | | | |
Non-convertible debentures | | | |||||
7.7% Debentures
|
| | |
$
|
421,608
|
| |
Term loans | | | | | | | |
– from non-banking financial companies (NBFCs)
|
| | | | 958,555 | | |
– from related parties (NBFCs)
|
| | | | 1,022,980 | | |
| | | | | 2,403,143 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers | | | | | | | |
Greg Moran | | |
38
|
| | Chief Executive Officer and Director | |
Geiv Dubash | | |
45
|
| | Chief Financial Officer | |
Hiroshi Nishijima | | |
47
|
| | Chief Operating Officer | |
Non-Employee Directors | | | | | | | |
Mohan Ananda | | |
77
|
| | Director and Chairman | |
Graham Gullans | | |
38
|
| | Director | |
David Ishag | | |
64
|
| | Director | |
Madan Menon | | |
43
|
| | Director | |
Evelyn D’An | | |
61
|
| | Director | |
Swatick Majumdar | | |
59
|
| | Director | |
Name
|
| |
Principal Position
|
|
Greg Moran | | | Chief Executive Officer | |
Geiv Dubash | | | Chief Financial Officer | |
Hiroshi Nishijima | | | Chief Operating Officer | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Award ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| |||||||||||||||||||||
Greg Moran
Chief Executive Officer |
| | | | 2022 | | | | | | 292,600 | | | | | | — | | | | | | | | | | | | 15,400 | | | | | | 43,729(5) | | | | | | 351,729 | | |
Geiv Dubash
Chief Financial Officer |
| | | | 2022 | | | | | | 253,333 | | | | | | — | | | | | | — | | | | | | 13,333 | | | | | | 20,357(6) | | | | | | 287,023 | | |
Hiroshi Nishijima(7)
Chief Operating Officer |
| | | | 2022 | | | | | | 265,643 | | | | | | 40,000(8) | | | | | | 428,735 | | | | | | 7,935 | | | | | | 20,768(9) | | | | | | 763,081 | | |
| | |
Option Awards
|
| | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||
| | |
Grant
Date(1) |
| |
Vesting Start
Date(2) |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Number of
Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| | | | | | | |||||||||||||||||||||||||||||||||
Greg Moran
CEO |
| | | | 01/21/2015 | | | | | | 08/01/2014 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | $ | 0.15 | | | | | | 01/21/2025 | | | | | | | | | ||||||||||||
| | | 01/08/2016 | | | | | | 01/08/2016 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | $ | 0.54 | | | | | | 01/08/2026 | | | | | | | | | ||||||||||||||
| | | 05/17/2018 | | | | | | 02/15/2018 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | $ | 0.84 | | | | | | 05/17/2028 | | | | | | | | | ||||||||||||||
| | | 09/07/2021 | | | | | | 06/01/2021 | | | | | | 3,666,667 | | | | | | 4,333,333 | | | | | | — | | | | | $ | 2.20 | | | | | | 09/07/2031 | | | | | | | | | ||||||||||||||
Geiv Dubash
CFO |
| | | | 08/06/2021 | | | | | | 08/06/2021 | | | | | | 141,667 | | | | | | 258,333 | | | | | | — | | | | | $ | 2.20 | | | | | | 08/06/2031 | | | | | | | | | ||||||||||||
Hiroshi Nishijima
COO |
| | | | 05/02/2022 | | | | | | 05/02/2022 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | $ | 2.30 | | | | | | 05/02/2032 | | | | | | | | |
Name
|
| |
Year
|
| |
Fees Earned or
Paid in Cash ($)(1) |
| |
Option
Awards ($) |
| |
Total
($) |
| ||||||||||||
Uri Levine, Chairman
|
| | | | 2022 | | | | | | 100,000(2) | | | | | | —(3) | | | | | | 100,000 | | |
David Ishag
|
| | | | 2022 | | | | | | 60,000(4) | | | | | | —(5) | | | | | | 100,000 | | |
Graham Gullans
|
| | | | 2022 | | | | | | — | | | | | | —(6) | | | | | | — | | |
Ramamurthy Mahadevan
|
| | | | 2022 | | | | | | — | | | | | | —(7) | | | | | | — | | |
Lisbeth McNabb(8)
|
| | | | 2022 | | | | | | — | | | | | | —(9) | | | | | | — | | |
Evelyn D’An(10)
|
| | | | 2022 | | | | | | — | | | | | | —(10) | | | | | | — | | |
Swatick Majumdar(11)
|
| | | | 2022 | | | | | | — | | | | | | —(11) | | | | | | — | | |
| | |
Non-Employee
Director Fees |
| |||
Annual Board Cash Retainer
|
| | | $ | 75,000 | | |
Additional Retainer for Chairman of the Board
|
| | | $ | 15,000 | | |
Retainers for Committee Members | | | | | | | |
•
Audit
|
| | | $ | 10,000 | | |
•
Compensation
|
| | | $ | 6,000 | | |
•
Nominating and Corporate Governance
|
| | | $ | 4,000 | | |
Additional Retainers for Committee Chairs | | | | | | | |
•
Audit
|
| | | $ | 10,000 | | |
•
Compensation
|
| | | $ | 6,000 | | |
•
Nominating and Corporate Governance
|
| | | $ | 4,000 | | |
Initial Equity Award
|
| | | $ | 300,000 | | |
Additional Initial Equity Award for Chairman of the Board
|
| | | $ | 100,000 | | |
Annual Equity Award
|
| | | $ | 100,000 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
After the Domestication and Business Combination**
|
| |||||||||||||||||||||
| | |
Prior to the Domestication
and Business Combination(2) |
| |
Assuming No Redemption(3)
|
| |
Assuming Maximum
Redemption(4) |
| |||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owners(1)
|
| |
Number of
IOAC Class A ordinary shares |
| |
%
|
| |
Number of
IOAC Class B ordinary shares |
| |
%
|
| |
Number of shares
of New Zoomcar Common Stock |
| |
%
|
| |
Number of shares
of New Zoomcar Common Stock |
| |
%
|
| ||||||||||||||||||||||||
Directors and Executive Officers of IOAC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mohan Ananda(5)(6)
|
| | | | 960,000 | | | | | | 25.5 | | | | | | 8,050,000 | | | | | | 100.0 | | | | | | 10,060,446 | | | | | | 25.1 | | | | | | 10,060,446 | | | | | | 25.3 | | |
Madan Menon(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elaine Price(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fernando Garibay(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nisheet Gupta(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Directors and Executive Officers of IOAC as a
Group (Seven Individuals) |
| | | | 960,000 | | | | | | 25.5 | | | | | | 8,050,000 | | | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors and Executive Officers of New Zoomcar After Consummation of the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gregory Moran(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 306,658 | | | | | | * | | | | | | 306,658 | | | | | | * | | |
Geiv Dubash(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,240 | | | | | | * | | | | | | 6,240 | | | | | | * | | |
Hiroshi Nishijima
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mohan Ananda(9)
|
| | | | 960,000 | | | | | | 25.5 | | | | | | 8,050,000 | | | | | | 100.0 | | | | | | 10,060,466 | | | | | | 25.1 | | | | | | 10,060,466 | | | | | | 25.3 | | |
David Ishag(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,287 | | | | | | * | | | | | | 6,287 | | | | | | * | | |
Graham Gullans(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,570 | | | | | | * | | | | | | 168,570 | | | | | | * | | |
Madan Menon
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Evelyn D’An
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Swatick Majumdar
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Directors and Executive Officers of New Zoomcar as a Group (11 Individuals)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,548,221 | | | | | | 26.3 | | | | | | 10,548,221 | | | | | | 26.6 | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Innovative International Sponsor I LLC (the
Sponsor)(5) |
| | | | 960,000 | | | | | | 25.5 | | | | | | 8,050,000 | | | | | | 100.0 | | | | | | 9,010,000 | | | | | | 22.5 | | | | | | 9,010,000 | | | | | | 22.7 | | |
Purchaser
|
| |
Series D Shares(1)
|
| |
Aggregate
Purchase Price(2) |
| ||||||
Ford
|
| | | | 1,899,978 | | | | | $ | 3,384,622 | | |
Mahindra
|
| | | | 1,903,234 | | | | | $ | 3,390,422 | | |
Sequoia
|
| | | | 922,105 | | | | | $ | 1,742,629 | | |
OurCrowd
|
| | | | 1,777,985 | | | | | $ | 3,247,001 | | |
Purchaser
|
| |
Purchase Date
|
| |
Purchase Amount
|
| |||
Ford Next LLC
|
| | 6/26/19 | | | | $ | 1,680,022 | | |
Ford Next LLC
|
| | 8/29/19 | | | | $ | 1,000,000 | | |
Sequoia Capital India Investments IV
|
| | 8/30/19 | | | | $ | 1,000,000 | | |
Entities affiliated with OurCrowd
|
| | 10/17/19 | | | | $ | 2,327,398 | | |
Mahindra & Mahindra Ltd.
|
| | 6/19/19 | | | | $ | 1,680,022 | | |
Mahindra & Mahindra Ltd.
|
| | 8/29/19 | | | | $ | 1,000,000 | | |
| | |
Page
|
| |||
Audited Financial Statements of Innovative International Acquisition Corp. | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Interim Unaudited Financial Statements of Innovative International Acquisition Corp. | | | | | | | |
| | | | F-24 | | | |
| | | | F-25 | | | |
| | | | F-26 | | | |
| | | | F-27 | | | |
| | | | F-28 | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
| | | | F-50 | | | |
Audited Financial Statements of Zoomcar, Inc. | | | | | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-70 | | | |
| | | | F-71 | | | |
| | | | F-72 | | | |
| | | | F-73 | | | |
| | | | F-75 | | | |
Unaudited Financial Statements of Zoomcar, Inc. | | | | | | | |
| | | | F-128 | | | |
| | | | F-129 | | | |
| | | | F-130 | | | |
| | | | F-131 | | | |
| | | | F-132 | | | |
| | | | F-133 | | |
| | |
December 31,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Assets: | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 10,436 | | | | | $ | 979,634 | | |
Prepaid expenses
|
| | | | 210,605 | | | | | | 232,313 | | |
Total current assets
|
| | | | 221,041 | | | | | | 1,211,947 | | |
Other noncurrent assets
|
| | | | — | | | | | | 190,305 | | |
Marketable securities held in Trust Account
|
| | | | 237,987,893 | | | | | | 234,604,006 | | |
Total Assets
|
| | | $ | 238,208,934 | | | | | $ | 236,006,258 | | |
Liabilities, Redeemable Shares and Shareholders’ Deficit: | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 6,297,378 | | | | | $ | 153,397 | | |
Due to related party
|
| | | | 131,935 | | | | | | 21,935 | | |
Promissory Note – Related Party
|
| | | | 500,000 | | | | | | — | | |
Total current liabilities
|
| | | | 6,929,313 | | | | | | 175,332 | | |
Deferred underwriters’ discount
|
| | | | 12,100,000 | | | | | | 12,100,000 | | |
Total Liabilities
|
| | | | 19,029,313 | | | | | | 12,275,332 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Redeemable Shares | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 23,000,000 shares
at redemption value of $10.35 and 10.20 per share at December 31, 2022 and 2021, respectively |
| | | | 237,987,893 | | | | | | 234,604,006 | | |
Shareholders’ Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;
1,060,000 issued and outstanding (excluding 23,000,000 shares subject to redemption) at December 31, 2022 and 2021, respectively |
| | | | 106 | | | | | | 106 | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized;
8,050,000 shares issued and outstanding at December 31, 2022 and 2021, respectively |
| | | | 805 | | | | | | 805 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (18,809,183) | | | | | | (10,873,991) | | |
Total Shareholders’ Deficit
|
| | | | (18,808,272) | | | | | | (10,873,080) | | |
Total Liabilities, Redeemable Shares and Shareholders’ Deficit
|
| | | $ | 238,208,934 | | | | | $ | 236,006,258 | | |
| | |
For the Year
Ended December 31, 2022 |
| |
For the Period
from March 22, 2021 (Inception) to December 31, 2021 |
| ||||||
Formation and operating costs
|
| | | $ | 8,009,751 | | | | | $ | 233,253 | | |
Loss from operations
|
| | | | (8,009,751) | | | | | | (233,253) | | |
Other income: | | | | | | | | | | | | | |
Interest income bank
|
| | | | 56 | | | | | | 17 | | |
Interest earned on cash held in Trust Account
|
| | | | 3,383,887 | | | | | | 4,006 | | |
Other income
|
| | | | 3,383,943 | | | | | | 4,023 | | |
Net loss
|
| | | $ | (4,625,808) | | | | | $ | (229,230) | | |
Weighted average shares outstanding, redeemable Class A ordinary shares
|
| | | | 23,000,000 | | | | | | 5,102,113 | | |
Basic and diluted net loss per share, redeemable Class A ordinary shares
|
| | | $ | (0.14) | | | | | $ | (0.02) | | |
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares
|
| | | | 9,110,000 | | | | | | 8,285,141 | | |
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares
|
| | | $ | (0.14) | | | | | $ | (0.02) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balance – March 22, 2021 (inception)
|
| | |
|
—
|
| | | | $ | — | | | | |
|
—
|
| | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
|
| | | | — | | | | | | — | | | | | | 8,050,000 | | | | | | 805 | | | | | | 24,195 | | | | | | — | | | | | | 25,000 | | |
Sale of 1,060,000 Private Placement
Shares |
| | | | 1,060,000 | | | | | | 106 | | | | | | — | | | | | | — | | | | | | 10,599,894 | | | | | | — | | | | | | 10,600,000 | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,533,406) | | | | | | (10,644,761) | | | | | | (28,178,166) | | |
Proceeds allocated to Public Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,475,000 | | | | | | — | | | | | | 7,475,000 | | |
Offering costs associated with issuance of Public Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (565,683) | | | | | | — | | | | | | (565,683) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (229,230) | | | | | | (229,230) | | |
Balance – December 31, 2021
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (10,873,991) | | | | | $ | (10,873,080) | | |
Stock compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,503 | | | | | | — | | | | | | 74,503 | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (74,503) | | | | | | (3,309,384) | | | | | | (3,383,887) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,625,808) | | | | | | (4,625,808) | | |
Balance – December 31, 2022
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (18,809,183) | | | | | $ | (18,808,272) | | |
| | |
For the Year
Ended December 31, 2022 |
| |
For the Period
from March 22, 2021 (inception) through December 31, 2021 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (4,625,808) | | | | | $ | (229,230) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on cash held in Trust Account
|
| | | | (3,383,887) | | | | | | (4,006) | | |
Stock compensation
|
| | | | 74,503 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 212,013 | | | | | | (422,618) | | |
Accounts payable and accrued liabilities
|
| | | | 6,143,981 | | | | | | 153,397 | | |
Due to related party
|
| | | | 110,000 | | | | | | 21,935 | | |
Net cash used in operating activities
|
| | | | (1,469,198) | | | | | | (480,522) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | — | | | | | | (234,600,000) | | |
Net cash used in financing activities
|
| | | | — | | | | | | (234,600,000) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from initial public offering, net of costs
|
| | | | — | | | | | | 226,000,000 | | |
Proceeds from private placement
|
| | | | — | | | | | | 10,600,000 | | |
Proceeds from promissory note to Sponsor
|
| | | | 500,000 | | | | | | — | | |
Payment of deferred offering costs
|
| | | | — | | | | | | (539,844) | | |
Net cash provided by financing activities
|
| | | | 500,000 | | | | | | 236,060,156 | | |
Net Change in Cash
|
| | | | (969,198) | | | | | | 979,634 | | |
Cash at the beginning of the period
|
| | | | 979,634 | | | | | | — | | |
Cash at the end of the period
|
| | | $ | 10,436 | | | | | $ | 979,634 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of Class A ordinary shares subject to possible redemption
|
| | | $ | — | | | | | $ | 234,600,000 | | |
Offering costs paid by Sponsor from proceeds from issuance of Class B
ordinary shares |
| | | $ | — | | | | | $ | 25,000 | | |
Deferred underwriting commissions payable charged to additional paid
in capital |
| | | $ | — | | | | | $ | 12,100,000 | | |
Remeasurement of ordinary share subject to possible redemption
|
| | | $ | 3,383,887 | | | | | $ | 28,178,166 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Gross Proceeds
|
| | | $ | 230,000,000 | | | | | $ | 230,000,000 | | |
Less: | | | | | | | | | | | | | |
Proceeds allocated to Public Warrants
|
| | | | (7,475,000) | | | | | | (7,475,000) | | |
Issuance costs related to Class A ordinary shares
|
| | | | (16,099,160) | | | | | | (16,099,160) | | |
Plus: | | | | | | | | | | | | | |
Accretion of carrying value to redemption value
|
| | | | 31,562,053 | | | | | | 28,178,166 | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 237,987,893 | | | | | $ | 234,604,006 | | |
| | |
For the Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||||||||
| | |
Redeemable
Class A Ordinary shares |
| |
Non-redeemable
Class A and B Ordinary shares |
| |
Redeemable
Class A Ordinary shares |
| |
Non-Redeemable
Class A and B Ordinary shares |
| ||||||||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (3,313,410) | | | | | $ | (1,312,398) | | | | | $ | (92,869) | | | | | $ | (136,361) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 23,000,000 | | | | | | 9,110,000 | | | | | | 5,102,113 | | | | | | 8,285,141 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.14) | | | | | $ | (0.14) | | | | | $ | (0.02) | | | | | $ | (0.02) | | |
Description
|
| |
Level
|
| |
December 31,
2022 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 237,987,893 | | |
Description
|
| |
Level
|
| |
December 31,
2021 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 234,604,006 | | |
| | |
March 31, 2023
Unaudited |
| |
December 31,
2022 |
| ||||||
Assets: | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 50,274 | | | | | $ | 10,436 | | |
Prepaid expenses
|
| | | | 185,522 | | | | | | 210,605 | | |
Total current assets
|
| | | | 235,796 | | | | | | 221,041 | | |
Marketable securities held in Trust Account
|
| | | | 33,058,050 | | | | | | 237,987,893 | | |
Total Assets
|
| | | $ | 33,293,846 | | | | | $ | 238,208,934 | | |
Liabilities, Redeemable Shares and Shareholders’ Deficit: | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 6,935,174 | | | | | $ | 6,297,378 | | |
Due to related party
|
| | | | 121,935 | | | | | | 131,935 | | |
Promissory Notes – Related Party
|
| | | | 1,495,000 | | | | | | 500,000 | | |
Total current liabilities
|
| | | | 8,552,109 | | | | | | 6,929,313 | | |
Deferred underwriters’ discount
|
| | | | 12,100,000 | | | | | | 12,100,000 | | |
Total Liabilities
|
| | | | 20,652,109 | | | | | | 19,029,313 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Redeemable Shares | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 3,050,335 and 23,000,000 shares at redemption value of $10.84 and 10.35 per share at March 31, 2023 and December 31, 2022, respectively
|
| | | | 33,058,050 | | | | | | 237,987,893 | | |
Shareholders’ Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;
1,060,000 issued and outstanding (excluding 3,050,335 and 23,000,000 shares subject to redemption) at March 31, 2023 and December 31, 2022, respectively |
| | | | 106 | | | | | | 106 | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,050,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
|
| | | | 805 | | | | | | 805 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (20,417,224) | | | | | | (18,809,183) | | |
Total Shareholders’ Deficit
|
| | | | (20,416,313) | | | | | | (18,808,272) | | |
Total Liabilities, Redeemable Shares and Shareholders’ Deficit
|
| | | $ | 33,293,846 | | | | | $ | 238,208,934 | | |
| | |
For the Three Months Ended
March 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Formation and operating costs
|
| | | $ | 1,113,042 | | | | | $ | 2,787,640 | | |
Loss from operations
|
| | | | (1,113,042) | | | | | | (2,787,640) | | |
Other income: | | | | | | | | | | | | | |
Interest income – bank
|
| | | | 1 | | | | | | 21 | | |
Interest earned on cash held in Trust Account
|
| | | | 1,054,190 | | | | | | 23,624 | | |
Other income
|
| | | | 1,054,191 | | | | | | 23,645 | | |
Net loss
|
| | | $ | (58,851) | | | | | $ | (2,763,995) | | |
Weighted average shares outstanding, redeemable Class A ordinary shares
|
| | | | 7,905,891 | | | | | | 23,000,000 | | |
Basic and diluted net loss per share, redeemable Class A ordinary shares
|
| | | $ | (0.00) | | | | | $ | (0.09) | | |
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares
|
| | | | 9,110,000 | | | | | | 9,110,000 | | |
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares
|
| | | $ | (0.00) | | | | | $ | (0.09) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2022
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (18,809,183) | | | | | $ | (18,808,272) | | |
Accretion of Class A ordinary shares to redemption
amount |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,549,190) | | | | | | (1,549,190) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (58,851) | | | | | | (58,851) | | |
Balance – March 31, 2023
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (20,417,224) | | | | | $ | (20,416,313) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2021
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (10,873,991) | | | | | $ | (10,873,080) | | |
Accretion for Class A Common
Stock to redemption |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (23,624) | | | | | | (23,624) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,763,995) | | | | | | (2,763,995) | | |
Balance – March 31, 2022
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (13,661,610) | | | | | $ | (13,660,699) | | |
| | |
For the Three Months Ended March 31,
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (58,851) | | | | | $ | (2,763,995) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Interest earned on cash held in Trust Account
|
| | | | (1,054,190) | | | | | | (23,624) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | 25,083 | | | | | | 57,282 | | |
Accounts payable and accrued liabilities
|
| | | | 637,796 | | | | | | 2,512,223 | | |
Due to related party
|
| | | | (10,000) | | | | | | 30,000 | | |
Net cash used in operating activities
|
| | | | (460,162) | | | | | | (188,114) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Extension contributions to the trust account
|
| | | | (495,000) | | | | | | — | | |
Withdrawals from the trust account to pay redemptions
|
| | | | 206,479,033 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 205,984,033 | | | | | | — | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from promissory notes to Sponsor and affiliate of Sponsor
|
| | | | 995,000 | | | | | | — | | |
Payment of redemptions of stock
|
| | | | (206,479,033) | | | | | | — | | |
Net cash used in financing activities
|
| | | | (205,484,033) | | | | | | — | | |
Net Change in Cash
|
| | | | 39,838 | | | | | | (188,114) | | |
Cash at the beginning of the period
|
| | | | 10,436 | | | | | | 979,634 | | |
Cash at the end of the period
|
| | | $ | 50,274 | | | | | $ | 791,520 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Remeasurement of ordinary share subject to possible redemption
|
| | | $ | 1,549,190 | | | | | $ | — | | |
|
Gross Proceeds from IPO
|
| | | $ | 230,000,000 | | |
|
Proceeds allocated to Public Warrants
|
| | | | (7,475,000) | | |
|
Issuance costs related to Class A ordinary shares
|
| | | | (16,099,160) | | |
|
Accretion of carrying value to redemption value
|
| | | | 28,178,166 | | |
|
Ending Balance, December 31, 2021
|
| | | $ | 234,604,006 | | |
|
Accretion of carrying value to redemption value
|
| | | | 3,383,887 | | |
|
Ending Balance, December 31, 2022
|
| | | $ | 237,987,893 | | |
|
Redemptions
|
| | | | (206,479,033) | | |
|
Accretion of carrying value to redemption value
|
| | | | 1,549,190 | | |
|
Ending Balance, March 31, 2023
|
| | | $ | 33,058,050 | | |
| | |
For the three months ended
March 31, 2023 |
| |||||||||
| | |
Redeemable
Class A ordinary shares |
| |
Non-
redeemable Class A and B ordinary shares |
| ||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (27,343) | | | | | $ | (31,508) | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 7,905,891 | | | | | | 9,110,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
For the three months ended
March 31, 2022 |
| |||||||||
| | |
Redeemable
Class A ordinary shares |
| |
Non-
redeemable Class A and B ordinary shares |
| ||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (1,979,816) | | | | | $ | (784,179) | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 23,000,000 | | | | | | 9,110,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.09) | | | | | $ | (0.09) | | |
Description
|
| |
Level
|
| |
March 31,
2023 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 33,058,050 | | |
Description
|
| |
Level
|
| |
December 31,
2022 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 237,987,893 | | |
| | |
June 30,
2023 |
| |
March 31,
2023 |
| ||||||
Assets: | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 36,287 | | | | | $ | 50,274 | | |
Prepaid expenses
|
| | | | 110,103 | | | | | | 185,522 | | |
Total current assets
|
| | | | 146,390 | | | | | | 235,796 | | |
Marketable securities held in Trust Account
|
| | | | 33,949,490 | | | | | | 33,058,050 | | |
Total Assets
|
| | | $ | 34,095,880 | | | | | $ | 33,293,846 | | |
Liabilities, Redeemable Shares and Shareholders’ Deficit: | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 7,230,999 | | | | | $ | 6,935,174 | | |
Due to related party
|
| | | | 91,935 | | | | | | 121,935 | | |
Promissory Notes – Related Party
|
| | | | 2,490,000 | | | | | | 1,495,000 | | |
Total current liabilities
|
| | | | 9,812,934 | | | | | | 8,552,109 | | |
Deferred underwriters’ discount
|
| | | | 12,100,000 | | | | | | 12,100,000 | | |
Total Liabilities
|
| | | | 21,912,934 | | | | | | 20,652,109 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Redeemable Shares | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 3,050,335 shares at redemption value of $11.13 and $10.84 per share at June 30, 2023 and March 31, 2023, respectively
|
| | | | 33,949,490 | | | | | | 33,058,050 | | |
Shareholders’ Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,060,000 issued and outstanding (excluding 3,050,335 shares subject to redemption) at June 30, 2023 and March 31, 2023
|
| | | | 106 | | | | | | 106 | | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,050,000 shares issued and outstanding at June 30, 2023 and March 31, 2023
|
| | | | 805 | | | | | | 805 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (21,767,455) | | | | | | (20,417,224) | | |
Total Shareholders’ Deficit
|
| | | | (21,766,544) | | | | | | (20,416,313) | | |
Total Liabilities, Redeemable Shares and Shareholders’ Deficit
|
| | | $ | 34,095,880 | | | | | $ | 33,293,846 | | |
| | |
Three Months Ended
June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Operating costs
|
| | | $ | 855,233 | | | | | $ | 478,919 | | |
Loss from operations
|
| | | | (855,233) | | | | | | (478,919) | | |
Other income: | | | | | | | | | | | | | |
Interest income – bank
|
| | | | 2 | | | | | | 17 | | |
Interest earned on cash held in Trust Account
|
| | | | 396,440 | | | | | | 316,796 | | |
Total other income
|
| | | | 396,442 | | | | | | 316,813 | | |
Net loss
|
| | | $ | (458,791) | | | | | $ | (162,106) | | |
Weighted average shares outstanding, redeemable Class A ordinary shares
|
| | | | 3,050,335 | | | | | | 23,000,000 | | |
Basic and diluted net loss per share, redeemable Class A ordinary shares
|
| | | $ | (0.04) | | | | | $ | (0.01) | | |
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares
|
| | | | 9,110,000 | | | | | | 9,110,000 | | |
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares
|
| | | $ | (0.04) | | | | | $ | (0.01) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – March 31, 2023
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (20,417,224) | | | | | $ | (20,416,313) | | |
Accretion of Class A ordinary shares to redemption
amount |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (891,440) | | | | | | (891,440) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (458,791) | | | | | | (458,791) | | |
Balance – June 30, 2023
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (21,767,455) | | | | | $ | (21,766,544) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – March 31, 2022
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (13,661,610) | | | | | $ | (13,660,699) | | |
Accretion for Class A Ordinary
Shares to redemption |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (316,795) | | | | | | (316,795) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (162,106) | | | | | | (162,106) | | |
Balance – June 30, 2022
|
| | | | 1,060,000 | | | | | $ | 106 | | | | | | 8,050,000 | | | | | $ | 805 | | | | | $ | — | | | | | $ | (14,140,511) | | | | | $ | (14,139,600) | | |
| | |
For the Three Months
Ended June 30, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (458,791) | | | | | $ | (162,106) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Interest earned on cash held in Trust Account
|
| | | | (396,440) | | | | | | (316,796) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 75,419 | | | | | | 57,919 | | |
Accounts payable and accrued expenses
|
| | | | 295,825 | | | | | | 187,039 | | |
Due to related party
|
| | | | (30,000) | | | | | | 30,000 | | |
Net cash used in operating activities
|
| | | | (513,987) | | | | | | (203,944) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Extension contributions to the trust account
|
| | | | (495,000) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (495,000) | | | | | | — | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from promissory notes to Sponsor and affiliate of Sponsor
|
| | | | 995,000 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 995,000 | | | | | | — | | |
Net Change in Cash
|
| | | | (13,987) | | | | | | (203,944) | | |
Cash at the beginning of the period
|
| | | | 50,274 | | | | | | 791,520 | | |
Cash at the end of the period
|
| | | $ | 36,287 | | | | | $ | 587,576 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Remeasurement of ordinary share subject to possible redemption
|
| | | $ | 891,440 | | | | | $ | 316,795 | | |
|
Gross Proceeds from IPO
|
| | | $ | 230,000,000 | | |
|
Proceeds allocated to Public Warrants
|
| | | | (7,475,000) | | |
|
Issuance costs related to Class A ordinary shares
|
| | | | (16,099,160) | | |
|
Accretion of carrying value to redemption value
|
| | | | 28,178,166 | | |
|
Ending Balance, December 31, 2021
|
| | | $ | 234,604,006 | | |
|
Accretion of carrying value to redemption value
|
| | | | 3,383,887 | | |
|
Ending Balance, December 31, 2022
|
| | | $ | 237,987,893 | | |
|
Redemptions
|
| | | | (206,479,033) | | |
|
Accretion of carrying value to redemption value
|
| | | | 1,549,190 | | |
|
Ending Balance, March 31, 2023
|
| | | $ | 33,058,050 | | |
|
Accretion of carrying value to redemption value
|
| | | | 891,440 | | |
|
Ending Balance, June 30, 2023
|
| | | $ | 33,949,490 | | |
| | |
For the three months ended
June 30, 2023 |
| |
For the three months ended
June 30, 2022 |
| ||||||||||||||||||
| | |
Redeemable
Class A ordinary shares |
| |
Non-
redeemable Class A and B ordinary shares |
| |
Redeemable
Class A ordinary shares |
| |
Non-
redeemable Class A and B ordinary shares |
| ||||||||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (115,085) | | | | | $ | (343,706) | | | | | $ | (116,068) | | | | | $ | (46,038) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 3,050,335 | | | | | | 9,110,000 | | | | | | 23,000,000 | | | | | | 9,110,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.04) | | | | | $ | (0.04) | | | | | $ | (0.01) | | | | | $ | (0.01) | | |
Description
|
| |
Level
|
| |
June 30,
2023 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 33,949,490 | | |
Description
|
| |
Level
|
| |
March 31,
2023 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 33,058,050 | | |
(in USD, except number of shares)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents (Refer Note 30 – VIE)
|
| | |
$
|
3,686,741
|
| | | |
$
|
26,783,791
|
| |
Accounts receivable, net of allowance for doubtful accounts (Refer Note 30 – VIE)
|
| | | | 255,175 | | | | | | 204,198 | | |
Receivable from government authorities
|
| | | | 3,962,822 | | | | | | 2,300,160 | | |
Short term investments with related parties
|
| | | | 166,540 | | | | | | — | | |
Other current assets (Refer Note 30 – VIE)
|
| | | | 2,060,037 | | | | | | 1,969,471 | | |
Other current assets with related parties
|
| | | | 19,682 | | | | | | — | | |
Assets held for sale
|
| | | | 923,176 | | | | | | 4,298,419 | | |
Total current assets
|
| | | | 11,074,173 | | | | | | 35,556,039 | | |
Property and equipment, net of accumulated depreciation $6,189,452 and $8,678,263 respectively (Refer Note 30 – VIE)
|
| | | | 2,728,523 | | | | | | 2,993,628 | | |
Operating lease right-of-use assets
|
| | | | 1,694,201 | | | | | | 436,068 | | |
Intangible assets, net (Refer Note 30 – VIE)
|
| | | | 33,412 | | | | | | 75,819 | | |
Long term investments (Refer Note 30 – VIE)
|
| | | | 158,455 | | | | | | 123,406 | | |
Long term investments with related parties
|
| | | | 95,577 | | | | | | 276,400 | | |
Receivable from government authorities (Refer Note 30 – VIE)
|
| | | | 248,321 | | | | | | 2,348,940 | | |
Other non-current assets
|
| | | | 425,669 | | | | | | 363,275 | | |
Total assets
|
| | | $ | 16,458,331 | | | | | $ | 42,173,575 | | |
Liabilities, redeemable noncontrolling interests, mezzanine equity and stockholders’ equity
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable (Refer Note 30 – VIE)
|
| | |
$
|
6,547,978
|
| | | |
$
|
6,318,686
|
| |
Current portion of long-term debt
|
| | | | 1,415,861 | | | | | | 3,902,183 | | |
Current portion of long-term debt from related parties
|
| | | | 1,054,887 | | | | | | 842,707 | | |
Current portion of operating lease liabilities
|
| | | | 466,669 | | | | | | 137,307 | | |
Current portion of finance lease liabilities
|
| | | | 1,257,423 | | | | | | 1,093,695 | | |
Contract Liabilities (Refer Note 30 – VIE)
|
| | | | 786,572 | | | | | | 346,750 | | |
Pension and other employee obligations
|
| | | | 146,006 | | | | | | 176,891 | | |
Other current liabilities (Refer Note 30 – VIE)
|
| | | | 2,933,032 | | | | | | 3,163,018 | | |
Other current liabilities towards related parties
|
| | | | — | | | | | | 3,314,139 | | |
Total current liabilities
|
| | | | 14,608,428 | | | | | | 19,295,376 | | |
Long-term debt, less current portion
|
| | | | 3,039,200 | | | | | | 5,726,052 | | |
Long-term debt from related parties, less current portion
|
| | | | — | | | | | | 1,777,612 | | |
Operating lease liabilities, less current portion
|
| | | | 1,284,755 | | | | | | 302,564 | | |
Finance lease liabilities, less current portion
|
| | | | 5,098,262 | | | | | | 7,632,912 | | |
Pension and other employee obligations (Refer Note 30 – VIE)
|
| | | | 438,808 | | | | | | 407,513 | | |
Preferred stock warrant liability
|
| | | | 1,190,691 | | | | | | 1,610,938 | | |
Convertible promissory note
|
| | | | 10,944,727 | | | | | | — | | |
Senior Subordinated Convertible Promissory Notes
|
| | | | 17,422,132 | | | | | | — | | |
Derivative financial instrument
|
| | | | 14,373,856 | | | | | | — | | |
Total liabilities
|
| | | | 68,400,859 | | | | | | 36,752,967 | | |
Commitments and contingencies (Note 33) | | | | | | | | | | | | | |
Redeemable noncontrolling interests
|
| | | | 25,114,751 | | | | | | 25,114,751 | | |
Mezzanine equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value (refer note 21(a))
|
| | | | 168,974,437 | | | | | | 168,974,437 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stock, $0.0001 par value, 220,000,000 shares authorized at March 31, 2023 and
March 31, 2022, and 16,987,064 shares and 16,991,740 shares issued and outstanding at March 31, 2023 and March 31, 2022 respectively |
| | | | 1,699 | | | | | | 1,699 | | |
Additional paid-in capital
|
| | | | 22,140,866 | | | | | | 18,530,769 | | |
Accumulated deficit
|
| | | | (270,002,280) | | | | | | (207,970,204) | | |
Accumulated other comprehensive income
|
| | | | 1,827,999 | | | | | | 769,156 | | |
Total stockholders’ equity
|
| | | | (246,031,716) | | | | | | (188,668,580) | | |
Total liabilities, redeemable noncontrolling interests, mezzanine equity and stockholders’ equity
|
| | | $ | 16,458,331 | | | | | $ | 42,173,575 | | |
(In USD, except number of shares)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Revenue : | | | | | | | | | | | | | |
Income from rentals
|
| | |
$
|
165,834
|
| | | |
$
|
12,057,401
|
| |
Revenues from services
|
| | | | 8,586,785 | | | | | | 589,331 | | |
Other revenues
|
| | | | 73,587 | | | | | | 150,309 | | |
Total revenue
|
| | | | 8,826,206 | | | | | | 12,797,041 | | |
Cost and Expenses | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 20,675,611 | | | | | | 25,282,282 | | |
Technology and development
|
| | | | 5,176,391 | | | | | | 4,233,860 | | |
Sales and marketing
|
| | | | 6,734,205 | | | | | | 9,326,356 | | |
General and administrative
|
| | | | 12,695,839 | | | | | | 10,533,993 | | |
Total costs and expenses
|
| | | | 45,282,046 | | | | | | 49,376,491 | | |
Loss from operations before income tax
|
| | | | (36,455,840) | | | | | | (36,579,450) | | |
Finance costs
|
| | | | 27,570,752 | | | | | | 3,351,077 | | |
Finance costs to related parties
|
| | | | 64,844 | | | | | | 110,714 | | |
Gain on troubled debt restructuring
|
| | | | — | | | | | | (7,374,206) | | |
Other income, net
|
| | | | (2,043,556) | | | | | | (1,605,023) | | |
Other income from related parties
|
| | | | (15,804) | | | | | | (16,860) | | |
Loss before income taxes
|
| | | | (62,032,076) | | | | | | (31,045,152) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss attributable to common stock holders
|
| | | $ | (62,032,076) | | | | | $ | (31,045,152) | | |
Net loss per share | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(3.65)
|
| | | |
$
|
(1.84)
|
| |
Weighted average shares used in computing loss per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 16,987,064 | | | | | | 16,840,926 | | |
(In USD, except number of shares)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Net loss
|
| | |
$
|
(62,032,076)
|
| | | |
$
|
(31,045,152)
|
| |
Other comprehensive loss, net of tax: | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | 1,031,760 | | | | | | 762,399 | | |
Gain for defined benefit plan
|
| | | | 45,373 | | | | | | 51,365 | | |
Reclassification adjustments: | | | | | | | | | | | | | |
Amortization of gains on defined benefit plan
|
| | | | (18,290) | | | | | | (1,992) | | |
Other comprehensive income (loss) attributable to common stock holders
|
| | |
|
1,058,843
|
| | | |
|
811,772
|
| |
Comprehensive loss
|
| | |
$
|
(60,973,233)
|
| | | |
$
|
(30,233,380)
|
| |
| | |
Redeemable
Non-controlling Interest |
| | |
Mezzanine equity
Preferred stock |
| | |
Stockholders’ equity
|
| |||||||||||||||||||||||||||||||||||||||||||||
(In USD, except number of
shares) |
| |
Amounts
|
| | |
Shares
|
| |
Amounts
|
| | |
Shares
|
| |
Amounts
|
| |
Additional
paid-in capital |
| |
Accumulated
Deficit |
| |
Accumulated
other comprehensive income/(loss) |
| |
Total equity
(deficit) |
| |||||||||||||||||||||||||||
Balance as at April 01, 2021
|
| | | $ | 25,114,751 | | | | | | | 79,283,168 | | | | | $ | 126,039,577 | | | | | | | 16,752,292 | | | | | $ | 1,675 | | | | | $ | 9,730,795 | | | | | $ | (176,925,052) | | | | | $ | (42,616) | | | | | $ | (167,235,198) | | |
Stock based compensation
|
| | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 3,879,618 | | | | | | — | | | | | | — | | | | |
|
3,879,618
|
| |
Stock issued against stock-based
compensation plans |
| | | | — | | | | | | | | | | | | | | | | | | | | 219,740 | | | | | | 22 | | | | | | 108,566 | | | | | | — | | | | | | — | | | | |
|
108,588
|
| |
Series E preference stock issued
during the period |
| | | | — | | | | | | | 15,005,368 | | | | | | 27,657,450 | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | |
|
—
|
| |
Series E1 preference stock issued
during the period |
| | | | — | | | | | | | 5,020,879 | | | | | | 15,277,410 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| |
Issuance of common stock warrants
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,811,792 | | | | | | — | | | | | | — | | | | |
|
4,811,792
|
| |
Exercise of warrants during the
year |
| | | | — | | | | | | | — | | | | | | — | | | | | | | 19,708 | | | | | | 2 | | | | | | (2) | | | | | | — | | | | | | — | | | | |
|
—
|
| |
Gain for defined benefit plan, (net of taxes amounts to
$ Nil) |
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,373 | | | | |
|
49,373
|
| |
Net loss
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (31,045,152) | | | | | | — | | | | |
|
(31,045,152)
|
| |
Foreign currency translation adjustment, (net of taxes amounts to $ Nil)
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 762,399 | | | | |
|
762,399
|
| |
Balance as at March 31, 2022
|
| | | | 25,114,751 | | | | | | | 99,309,415 | | | | | | 168,974,437 | | | | | | | 16,991,740 | | | | | | 1,699 | | | | | | 18,530,769 | | | | | | (207,970,204) | | | | | | 769,156 | | | | | | (188,668,580) | | |
Stock based compensation
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 3,610,097 | | | | | | — | | | | | | — | | | | |
|
3,610,097
|
| |
Gain on employee benefit, (net of taxes amounts to $ Nil)
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,083 | | | | |
|
27,083
|
| |
Net loss
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (62,032,076) | | | | | | — | | | | |
|
(62,032,076)
|
| |
Foreign currency translation adjustment, (net of taxes amounts to $ Nil)
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,031,760 | | | | |
|
1,031,760
|
| |
Cancellation of equity share issue
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | (4,676) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| |
Balance as at March 31, 2023
|
| | | | 25,114,751 | | | | | | | 99,309,415 | | | | | | 168,974,437 | | | | | | | 16,987,064 | | | | | | 1,699 | | | | | | 22,140,866 | | | | | | (270,002,280) | | | | | | 1,827,999 | | | | | | (246,031,716) | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
A. Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (62,032,076) | | | | | $ | (31,045,153) | | |
Adjustments to reconcile net loss to net cash used in operating activities : | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 740,422 | | | | | | 3,189,567 | | |
Stock-based compensation
|
| | | | 3,610,097 | | | | | | 3,879,618 | | |
Gain on troubled debt restructuring
|
| | | | — | | | | | | (7,632,463) | | |
Change in fair value of preferred stock warrant
|
| | | | (420,245) | | | | | | 455,265 | | |
Change in fair value of convertible promissory note
|
| | | | 944,727 | | | | | | — | | |
Change in fair value of senior subordinated convertible promissory note
|
| | | | 9,312,177 | | | | | | — | | |
Change in fair value of derivative financial instrument
|
| | | | 14,373,856 | | | | | | — | | |
Note issue expenses
|
| | | | 961,628 | | | | | | — | | |
Gain on termination /modification of finance leases
|
| | | | (130,719) | | | | | | (369,583) | | |
Loss/(gain) on sale and disposal of assets, net
|
| | | | 311,375 | | | | | | (661,394) | | |
Gain on sale of assets held for sale
|
| | | | (1,644,650) | | | | | | (137,549) | | |
Amortization of operating lease right-of-use assets
|
| | | | 54,930 | | | | | | (18,921) | | |
Unrealized foreign currency exchange (gain)/loss, net
|
| | | | 7,820 | | | | | | 7,808 | | |
Operating loss before working capital changes
|
| | | | (33,910,658) | | | | | | (32,332,805) | | |
Changes in operating assets and liabilities : | | | | | | | | | | | | | |
Increase in Accounts receivables
|
| | | | (88,986) | | | | | | (151,376) | | |
Decrease in Receivable from government authorities
|
| | | | 84,059 | | | | | | 1,583,822 | | |
(Increase)/Decrease in Other current assets
|
| | | | (550,098) | | | | | | 64,649 | | |
Increase/ (decrease) in Accounts payables
|
| | | | 707,572 | | | | | | (1,405,292) | | |
(Decrease)/Increase in Other current liabilities
|
| | | | (3,063,954) | | | | | | 897,898 | | |
Increase in Pension and other employee obligations
|
| | | | 72,689 | | | | | | 74,852 | | |
Increase/ (decrease) in Contract liabilities
|
| | | | 479,859 | | | | | | (386,796) | | |
Net cash used in operating activities (A)
|
| | | | (36,269,517) | | | | | | (31,655,048) | | |
B. Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property, plant and equipment, including intangible assets and capital advances
|
| | | | (88,629) | | | | | | (2,648,287) | | |
Payment towards investments in fixed deposits
|
| | | | (102,140) | | | | | | (23,717,576) | | |
Proceeds from sale of property, plant and equipment
|
| | | | 7,160 | | | | | | 2,657,297 | | |
Proceeds from sale of asset held for sale
|
| | | | 4,035,418 | | | | | | 2,578,002 | | |
Proceeds from maturity of investments in fixed deposits
|
| | | | 52,322 | | | | | | 23,721,794 | | |
Net cash flows generated from investing activities (B)
|
| | | | 3,904,131 | | | | | | 2,591,230 | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
C. Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from issue of equity
|
| | | | — | | | | | | 42,268 | | |
Proceeds from issue of convertible promissory note
|
| | | | 10,000,000 | | | | | | — | | |
Proceeds from issue of senior subordinated convertible promissory note
|
| | | | 8,109,954 | | | | | | — | | |
Proceeds from issue of preference shares including share warrants
|
| | | | — | | | | | | 48,407,519 | | |
Payment of notes issuance cost
|
| | | | (961,628) | | | | | | | | |
Repayment of debt
|
| | | | (5,942,961) | | | | | | (18,217,162) | | |
Principal payment of finance lease obligation
|
| | | | (1,618,551) | | | | | | (3,399,696) | | |
Net cash generated from financing activities (C)
|
| | | | 9,586,814 | | | | | | 26,832,929 | | |
Net decrease in cash and cash equivalents (A+B+C)
|
| | | | (22,778,572) | | | | | | (2,230,889) | | |
Effect of foreign exchange on cash and cash equivalents.
|
| | | | (318,478) | | | | | | (47,367) | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Beginning of period
|
| | | | 26,783,791 | | | | | | 29,062,047 | | |
End of period*
|
| | | $ | 3,686,741 | | | | | $ | (26,783,791) | | |
|
| Reconciliation of cash and cash equivalents to the consolidated balance sheets | | | | | | | | | | | | | |
|
Cash and cash equivalents
|
| | | | 3,686,741 | | | | | | 26,783,791 | | |
|
Total cash and cash equivalents
|
| | | $ | 3,686,741 | | | | | $ | 26,783,791 | | |
| Supplemental disclosures of cash flow information | | | | | | | | | | | | | |
|
Cash (paid)/ refund for income taxes
|
| | | $ | (100,845) | | | | | $ | 41,946 | | |
|
Interest paid on debt
|
| | | | (690,575) | | | | | | (3,992,918) | | |
| Non-cash investing and financing activities | | | | | | | | | | | | | |
|
Non cash element of finance lease liabilities
|
| | | $ | 446,939 | | | | | $ | (581,843) | | |
Name of Entity
|
| |
Place of
Incorporation |
| |
Investor Entity
|
|
Zoomcar India Private Limited
|
| | India | | | Zoomcar, Inc. | |
Zoomcar Netherlands Holding B.V
|
| | Netherlands | | | Zoomcar, Inc. | |
Fleet Holding Pte ltd
|
| | Singapore | | | Zoomcar, Inc. | |
Fleet Mobility Philippines Corporation
|
| | Philippines | | | Zoomcar, Inc. | |
Zoomcar Egypt Car Rental LLC
|
| | Egypt | | |
Zoomcar Netherlands Holding
|
|
PT Zoomcar Indonesia Mobility Service
|
| | Indonesia | | | Fleet Holding Pte ltd | |
Zoomcar Vietnam Mobility LLC
|
| | Vietnam | | | Fleet Holding Pte ltd | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Balances in bank accounts
|
| | |
$
|
3,657,580
|
| | | |
$
|
26,723,963
|
| |
Certificate to deposits
|
| | | | 15,633 | | | | | | 41,548 | | |
Cash
|
| | | | 13,528 | | | | | | 18,280 | | |
Cash and cash equivalents
|
| | | | 3,686,741 | | | | | | 26,783,791 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Accounts receivable
|
| | |
$
|
255,175
|
| | | |
$
|
204,198
|
| |
Net accounts receivable
|
| | | | 255,175 | | | | | | 204,198 | | |
(In USD)
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Current | | | | | | | | | | | | | |
Goods and service tax receivable
|
| | |
$
|
3,962,822
|
| | | |
$
|
2,290,367
|
| |
Other tax receivables
|
| | | | — | | | | | | 9,793 | | |
| | | | | 3,962,822 | | | | | | 2,300,160 | | |
Non current | | | | | | | | | | | | | |
Goods and service tax receivable*
|
| | |
$
|
196,483
|
| | | |
$
|
2,335,572
|
| |
Other tax receivables
|
| | | | 51,838 | | | | | | 13,368 | | |
| | | | | 248,321 | | | | | | 2,348,940 | | |
As at
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Certificate to deposits with related parties*
|
| | |
$
|
166,540
|
| | | |
$
|
—
|
| |
Short term investments with related parties
|
| | | | 166,540 | | | | | | — | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Insurance claims receivable
|
| | |
$
|
23,677
|
| | | |
$
|
90,885
|
| |
Prepaid expenses
|
| | | | 909,828 | | | | | | 239,651 | | |
Advance to suppliers
|
| | | | 88,115 | | | | | | 319,255 | | |
Security deposits
|
| | | | 53,585 | | | | | | 84,774 | | |
Advance income taxes, net
|
| | | | 174,654 | | | | | | 195,640 | | |
Advance to employees
|
| | | | 87,679 | | | | | | 98,429 | | |
Receivables from car sale
|
| | | | 578,523 | | | | | | 720,697 | | |
Other receivables
|
| | | | 143,976 | | | | | | 220,140 | | |
Other current assets
|
| | | | 2,060,037 | | | | | | 1,969,471 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Advance to director
|
| | |
$
|
19,682
|
| | | |
$
|
—
|
| |
Other current assets with related parties
|
| | | | 19,682 | | | | | | — | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Vehicles
|
| | |
$
|
923,176
|
| | | |
$
|
4,298,419
|
| |
Total assets held for sale
|
| | | | 923,176 | | | | | | 4,298,419 | | |
(In USD)
As at |
| |
Estimated useful life
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Devices
|
| | 3 – 5 years | | | |
$
|
3,402,749
|
| | | |
$
|
3,970,324
|
| |
E-bikes
|
| | 3 years | | | | | — | | | | | | 980,615 | | |
Computer equipment’s
|
| | 2 – 7 years | | | | | 873,178 | | | | | | 1,210,790 | | |
Office equipment’s
|
| | 3 – 10 years | | | | | 452,489 | | | | | | 261,808 | | |
Furniture and fixtures
|
| | 10 years | | | | | 10,287 | | | | | | 52,172 | | |
Total, at cost
|
| | | | | | | 4,738,703 | | | | | | 6,475,709 | | |
Less: Accumulated depreciation
|
| | | | | | | (2,010,180) | | | | | | (3,485,308) | | |
| | | | | | | | 2,728,523 | | | | | | 2,990,401 | | |
Right-of-use assets under finance leases: | | | | | | | | | | | | | | | | |
Vehicles, at cost
|
| | | | | |
$
|
4,179,272
|
| | | |
$
|
5,196,182
|
| |
Accumulated depreciation
|
| | | | | | | (4,179,272) | | | | | | (5,192,955) | | |
| | | | | | | | — | | | | | | 3,227 | | |
Total property and equipment, net
|
| | | | | | | 2,728,523 | | | | | | 2,993,628 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Finance lease cost: | | | | | | | | | | | | | |
Amortization of right-of-use assets
|
| | |
$
|
3,298
|
| | | |
$
|
266,410
|
| |
Interest on lease liabilities
|
| | | | 844,424 | | | | | | 1,046,991 | | |
Operating lease cost
|
| | | | 540,908 | | | | | | 50,391 | | |
Short term lease cost
|
| | | | 181,337 | | | | | | 208,507 | | |
Total lease cost
|
| | | | 1,569,967 | | | | | | 1,572,299 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
| | | | | | | | | | | | |
Operating cash outflows for operating leases
|
| | |
$
|
(485,453)
|
| | | |
$
|
(50,000)
|
| |
Financing cash outflows for finance leases
|
| | | | (1,618,551) | | | | | | (3,399,696) | | |
Right-of-use assets obtained in exchange for lease obligations: | | | | | | | | | | | | | |
Operating leases
|
| | | | 1,575,468 | | | | | | 469,879 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Operating Leases | | | | | | | | | | | | | |
Operating lease right-of-use assets
|
| | |
$
|
1,694,201
|
| | | |
$
|
436,068
|
| |
Current operating lease liabilities
|
| | |
$
|
466,669
|
| | | |
$
|
137,307
|
| |
Non current operating lease liabilities
|
| | | | 1,284,755 | | | | | | 302,564 | | |
Total operating lease liabilities
|
| | | | 1,751,424 | | | | | | 439,871 | | |
Finance Leases | | | | | | | | | | | | | |
Property and equipment, at cost
|
| | |
$
|
6,012,559
|
| | | |
$
|
7,431,804
|
| |
Accumulated depreciation
|
| | | | (4,179,272) | | | | | | (5,192,955) | | |
Accumulated impairment
|
| | | | (1,833,287) | | | | | | (2,235,622) | | |
Property and equipment, net
|
| | | | — | | | | | | 3,227 | | |
Other current liabilities
|
| | |
$
|
1,257,423
|
| | | |
$
|
1,093,695
|
| |
Other long-term liabilities
|
| | | | 5,098,262 | | | | | | 7,632,912 | | |
Total finance lease liabilities
|
| | | | 6,355,685 | | | | | | 8,726,607 | | |
Weighted Average Remaining Lease Term | | | | | | | | | | | | | |
Operating leases
|
| |
63 months
|
| |
33 months
|
| ||||||
Finance leases
|
| |
41 months
|
| |
49 months
|
| ||||||
Weighted Average Discount Rate | | | | | | | | | | | | | |
Operating leases
|
| | | | 13.00% | | | | | | 13.00% | | |
Finance leases
|
| | | | 10.00% | | | | | | 10.00% | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
Operating Leases
|
| |
Finance Leases
|
| |
Operating Leases
|
| |
Finance Leases
|
| ||||||||||||
Maturities of lease liabilities are as follows: | | | | | | ||||||||||||||||||||
2023
|
| | | $ | — | | | | | $ | — | | | | | $ | 184,360 | | | | | $ | 1,915,040 | | |
2024
|
| | | | 497,344 | | | | | | 1,877,744 | | | | | | 192,867 | | | | | | 2,224,474 | | |
2025
|
| | | | 471,185 | | | | | | 2,103,127 | | | | | | 147,833 | | | | | | 2,593,917 | | |
2026
|
| | | | 350,777 | | | | | | 3,048,501 | | | | | | — | | | | | | 3,689,742 | | |
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
Operating Leases
|
| |
Finance Leases
|
| |
Operating Leases
|
| |
Finance Leases
|
| ||||||||||||
2027
|
| | | | 367,830 | | | | | | 672,269 | | | | | | — | | | | | | 727,294 | | |
2028
|
| | | | 385,735 | | | | | | — | | | | | | — | | | | | | — | | |
Thereafter
|
| | | | 404,536 | | | | | | — | | | | | | — | | | | | | — | | |
Total Lease Payments
|
| | | | 2,477,407 | | | | | | 7,701,641 | | | | | | 525,060 | | | | | | 11,150,467 | | |
Less : Imputed Interest
|
| | | | 725,982 | | | | | | 1,345,957 | | | | | | 85,189 | | | | | | 2,423,860 | | |
Total Lease Liabilities
|
| | | $ | 1,751,425 | | | | | $ | 6,355,684 | | | | | $ | 439,871 | | | | | $ | 8,726,607 | | |
|
| | | | | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||||||||||||||||||||||||||
As at
(In USD) |
| |
Average
useful life |
| |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| ||||||||||||||||||
Computer software
|
| |
3 – 5 years
|
| | |
$
|
140,181
|
| | | |
$
|
(106,769)
|
| | | |
$
|
33,412
|
| | | |
$
|
276,590
|
| | | |
$
|
(200,771)
|
| | | |
$
|
75,819
|
| |
Total
|
| | | | | | | 140,181 | | | | | | (106,769) | | | | | | 33,412 | | | | | | 276,590 | | | | | | (200,771) | | | | | | 75,819 | | |
| | |
Year ended 31 March
|
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
2023
|
| | |
$
|
—
|
| | | |
$
|
44,597
|
| |
2024
|
| | | | 10,581 | | | | | | 9,930 | | |
2025
|
| | | | 10,054 | | | | | | 9,507 | | |
2026
|
| | | | 7,048 | | | | | | 6,823 | | |
2027
|
| | | | 5,347 | | | | | | 4,962 | | |
2028
|
| | | | 382 | | | | | | — | | |
Total remaining amortization
|
| | | | 33,412 | | | | | | 75,819 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Long term investments | | | | | | | | | | | | | |
Investments in fixed deposits
|
| | |
$
|
158,455
|
| | | |
$
|
123,406
|
| |
Investments in fixed deposits with related parties*
|
| | | | 95,577 | | | | | | 276,400 | | |
| | | | | 254,032 | | | | | | 399,806 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Security deposits
|
| | |
$
|
425,669
|
| | | |
$
|
363,275
|
| |
Other non current assets
|
| | | | 425,669 | | | | | | 363,275 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Current | | | | | | | | | | | | | |
Non-convertible debentures | | | | | | | | | | | | | |
10% Series A
|
| | |
$
|
—
|
| | | |
$
|
881,917
|
| |
10% Series B
|
| | | | — | | | | | | 423,320 | | |
10% Series C
|
| | | | — | | | | | | 564,267 | | |
7.7% Debentures
|
| | | | 454,969 | | | | | | 171,629 | | |
Term loans | | | | | | | | | | | | | |
– from banks
|
| | | | — | | | | | | 102,766 | | |
– from non-banking financial companies (NBFCs)
|
| | | | 960,892 | | | | | | 1,758,284 | | |
– from related parties (NBFCs)
|
| | | | 1,054,887 | | | | | | 842,707 | | |
| | | | | 2,470,748 | | | | | | 4,744,890 | | |
Non current | | | | | | | | | | | | | |
Non-convertible debentures | | | | | | | | | | | | | |
7.7% Debentures
|
| | |
$
|
—
|
| | | |
$
|
461,485
|
| |
Term loans | | | | | | | | | | | | | |
– from banks
|
| | | | — | | | | | | 79,275 | | |
– from non-banking financial companies (NBFCs)
|
| | | | 3,039,200 | | | | | | 5,185,292 | | |
– from related parties (NBFCs)
|
| | | | — | | | | | | 1,777,612 | | |
| | | | | 3,039,200 | | | | | | 7,503,664 | | |
Total maturity for the year ending on March 31, | | | | | | | | | | | | | |
2024
|
| | | | | | | | |
$
|
2,470,747
|
| |
2025
|
| | | | | | | | | | 982,836 | | |
2026
|
| | | | | | | | | | 634,390 | | |
2027
|
| | | | | | | | | | 1,042,901 | | |
2028
|
| | | | | | | | | | 379,074 | | |
| | | | | | | | | | $ | 5,509,948 | | |
(In USD)
As at |
| |
Fair Value Outstanding
|
| |||||||||
|
March 31, 2023
|
| |
March 31, 2022
|
| ||||||||
Notes
|
| | | $ | 10,944,727 | | | | | $ | — | | |
Total
|
| | | | 10,944,727 | | | | | | — | | |
(In USD)
As at |
| |
Fair Value Outstanding
|
| |||||||||
|
March 31, 2023
|
| |
March 31, 2022
|
| ||||||||
Convertible note
|
| | | $ | 17,422,132 | | | | | $ | — | | |
Warrants issued against SSCPN
|
| | | | 14,373,856 | | | | | | — | | |
Total
|
| | | | 31,795,987 | | | | | | — | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Current | | | | | | | | | | | | | |
Provision for gratuity
|
| | |
$
|
70,872
|
| | | |
$
|
93,363
|
| |
Provision for leave encashment
|
| | | | 75,134 | | | | | | 83,528 | | |
Other statutory provisions
|
| | | | — | | | | | | — | | |
| | | | | 146,006 | | | | | | 176,891 | | |
Non current | | | | | | | | | | | | | |
Provision for gratuity
|
| | |
$
|
215,841
|
| | | |
$
|
248,364
|
| |
Provision for leave encashment
|
| | | | 222,967 | | | | | | 152,610 | | |
Other statutory provisions
|
| | | | — | | | | | | 6,539 | | |
Pension and other employee obligations
|
| | | | 438,808 | | | | | | 407,513 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Payable to customers
|
| | |
$
|
647,283
|
| | | |
$
|
646,075
|
| |
Statutory dues payable
|
| | | | 1,583,639 | | | | | | 1,592,210 | | |
Capital creditors
|
| | | | 88,484 | | | | | | 104,067 | | |
Employee benefit expenses payable
|
| | | | 379,167 | | | | | | 336,004 | | |
Other liabilities
|
| | | | 234,459 | | | | | | 484,662 | | |
Other current liabilities
|
| | | | 2,933,032 | | | | | | 3,163,018 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Other liabilities with related parties
|
| | |
$
|
—
|
| | | |
$
|
3,314,139
|
| |
Other current liabilities towards related parties
|
| | | | — | | | | | | 3,314,139 | | |
(In USD)
As at |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Gain on employee benefit | | | | | | | | | | | | | |
Balance, beginning of period
|
| | |
$
|
88,735
|
| | | |
$
|
39,362
|
| |
Gain on employee benefit | | | | | | | | | | | | | |
– Gratuity | | | | | | | | | | | | | |
Recognised during the period, net of taxes amounts to $ Nil
|
| | | | 45,373 | | | | | | 51,365 | | |
Reclassification to net income: Amortization losses/(gains)
|
| | | | (18,290) | | | | | | (1,992) | | |
Balance, end of period
|
| | | | 115,818 | | | | | | 88,735 | | |
Foreign currency translation adjustment | | | | | | | | | | | | | |
Balance, beginning of period
|
| | |
$
|
680,421
|
| | | |
$
|
(81,978)
|
| |
Translation adjustments gain recognised during the period, net of taxes amounts to $ Nil
|
| | | | 1,031,760 | | | | | | 762,399 | | |
Balance, end of period
|
| | | | 1,712,181 | | | | | | 680,421 | | |
Accumulated other comprehensive income / (loss)
|
| | | | 1,827,999 | | | | | | 769,156 | | |
| | |
As at March 31, 2023
|
| |
As at March 31, 2022
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Type
|
| |
Authorized
shares |
| |
Shares
issued |
| |
Conversion
Ratio |
| |
Net
carrying value |
| |
Liquidation
preference |
| |
Authorized
shares |
| |
Shares
issued |
| |
Conversion
Ratio |
| |
Net
carrying value |
| |
Liquidation
preference |
| ||||||||||||||||||||||||||||||
Preferred Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Series Seed
|
| | | | 6,836,726 | | | | | | 6,836,726 | | | | | | 1.05 | | | | | | 1,542,203 | | | | | | 1,542,203 | | | | | | 6,836,726 | | | | | | 6,836,726 | | | | | | 1.00 | | | | | | 1,542,203 | | | | | | 1,542,203 | | |
Series A
|
| | | | 11,379,405 | | | | | | 11,379,405 | | | | | | 1.24 | | | | | | 9,288,872 | | | | | | 9,288,872 | | | | | | 11,379,405 | | | | | | 11,379,405 | | | | | | 1.00 | | | | | | 9,288,872 | | | | | | 9,288,872 | | |
Series A2
|
| | | | 4,536,924 | | | | | | 4,536,924 | | | | | | 1.30 | | | | | | 10,760,224 | | | | | | 10,760,224 | | | | | | 4,536,924 | | | | | | 4,536,924 | | | | | | 1.36 | | | | | | 10,760,224 | | | | | | 10,760,224 | | |
Series B
|
| | | | 18,393,332 | | | | | | 18,393,332 | | | | | | 1.30 | | | | | | 31,416,488 | | | | | | 31,416,488 | | | | | | 18,393,332 | | | | | | 18,393,332 | | | | | | 1.00 | | | | | | 31,416,488 | | | | | | 31,416,488 | | |
Series C
|
| | | | 12,204,208 | | | | | | 4,125,666 | | | | | | 1.32 | | | | | | 10,534,889 | | | | | | 10,534,889 | | | | | | 12,204,208 | | | | | | 4,125,666 | | | | | | 1.07 | | | | | | 10,534,889 | | | | | | 10,534,889 | | |
Series D
|
| | | | 21,786,721 | | | | | | 19,016,963 | | | | | | 1.32 | | | | | | 34,894,262 | | | | | | 34,894,262 | | | | | | 21,786,721 | | | | | | 19,016,963 | | | | | | 1.00 | | | | | | 34,894,262 | | | | | | 34,894,262 | | |
Series E
|
| | | | 32,999,472 | | | | | | 29,999,520 | | | | | | 10.61 | | | | | | 55,260,089 | | | | | | 55,260,089 | | | | | | 32,999,472 | | | | | | 29,999,520 | | | | | | 1.00 | | | | | | 55,260,089 | | | | | | 55,260,089 | | |
Series E1
|
| | | | 32,000,000 | | | | | | 5,020,879 | | | | | | 14.85 | | | | | | 15,277,410 | | | | | | 15,277,410 | | | | | | 32,000,000 | | | | | | 5,020,879 | | | | | | 1.00 | | | | | | 15,277,410 | | | | | | 15,277,410 | | |
Total preferred stock
|
| | | | 140,136,788 | | | | | | 99,309,415 | | | | | | | | | | | | 168,974,437 | | | | | | 168,974,437 | | | | | | 140,136,788 | | | | | | 99,309,415 | | | | | | | | | | | | 168,974,437 | | | | | | 168,974,437 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Zoomcar India Preferred stock
|
| | |
$
|
25,114,751
|
| | | |
$
|
25,114,751
|
| |
Total
|
| | | | 25,114,751 | | | | | | 25,114,751 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Income from rentals | | | | | | | | | | | | | |
Self-drive rentals
|
| | |
$
|
165,834
|
| | | |
$
|
11,732,935
|
| |
Vehicle subscription
|
| | | | — | | | | | | 324,466 | | |
Revenues from services | | | | | | | | | | | | | |
Facilitation revenue (net)
|
| | | | 8,586,785 | | | | | | 589,331 | | |
Other revenues
|
| | | | 73,587 | | | | | | 150,309 | | |
Total
|
| | | | 8,826,206 | | | | | | 12,797,041 | | |
Revenue by geographical location
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
India
|
| | |
$
|
8,615,615
|
| | | |
$
|
12,752,181
|
| |
Egypt
|
| | | | 110,092 | | | | | | 36,655 | | |
Indonesia
|
| | | | 1,554 | | | | | | 10 | | |
Vietnam
|
| | | | 98,945 | | | | | | 7,155 | | |
Philippines
|
| | | | — | | | | | | 1,040 | | |
| | | | | 8,826,206 | | | | | | 12,797,041 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Finance costs – other than related parties | | | | | | | | | | | | | |
Interest on vehicle loans
|
| | |
$
|
620,211
|
| | | |
$
|
1,757,068
|
| |
Interest on finance leases
|
| | | | 844,424 | | | | | | 1,046,991 | | |
Interest on subcontractor liability
|
| | | | 96,762 | | | | | | — | | |
Change in fair value of preferred stock warrant
|
| | | | — | | | | | | 455,265 | | |
Change in fair value of convertible promissory note
|
| | | | 944,727 | | | | | | — | | |
Change in fair value of senior subordinated convertible promissory notes
|
| | | | 9,312,177 | | | | | | — | | |
Change in fair value of derivative financial instrument
|
| | | | 14,373,856 | | | | | | — | | |
Note issue expenses
|
| | | | 961,628 | | | | | | — | | |
Bank charges
|
| | | | 85,434 | | | | | | 66,218 | | |
Other borrowings cost
|
| | | | 331,533 | | | | | | 25,535 | | |
Total
|
| | | | 27,570,752 | | | | | | 3,351,077 | | |
Finance costs – to related parties | | | | | | | | | | | | | |
Interest on vehicle loans
|
| | |
$
|
64,844
|
| | | |
$
|
110,714
|
| |
Total
|
| | | | 64,844 | | | | | | 110,714 | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Other (income) /expense, net – other than related parties | | | | | | | | | | | | | |
Interest income
|
| | |
$
|
(13,097)
|
| | | |
$
|
(125,700)
|
| |
Gain on termination/ modification of finance leases
|
| | | | (130,719) | | | | | | (369,583) | | |
Change in fair value of preferred stock warrant
|
| | | | (420,245) | | | | | | — | | |
Loss/ (gain) on sale of assets
|
| | | | 311,375 | | | | | | (523,845) | | |
Loss/ (gain) on sale of assets held for sale
|
| | | | (1,644,650) | | | | | | (137,549) | | |
Net (gains)/ losses on foreign currency remeasurements
|
| | | | 313,584 | | | | | | 9,083 | | |
Other, net
|
| | | | (459,804) | | | | | | (457,428) | | |
Total
|
| | | | (2,043,556) | | | | | | (1,605,022) | | |
Other (income) – from related parties | | | | | | | | | | | | | |
Interest income
|
| | |
$
|
(15,804)
|
| | | |
$
|
(16,860)
|
| |
Total
|
| | | | (15,804) | | | | | | (16,860) | | |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Domestic
|
| | |
$
|
(28,261,210)
|
| | | |
$
|
(2,177,073)
|
| |
Foreign
|
| | | | (33,770,866) | | | | | | (28,868,079) | | |
Loss before income taxes
|
| | |
$
|
(62,032,076)
|
| | | |
$
|
(31,045,152)
|
| |
(In USD)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Current Taxes | | | | | | | | | | | | | |
U.S. federal
|
| | |
$
|
—
|
| | | |
$
|
—
|
| |
U.S. state and local
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | — | | | | | | — | | |
Current taxes
|
| | | $ | — | | | | | $ | — | | |
Deferred Taxes | | | | | | | | | | | | | |
U.S. federal
|
| | | $ | — | | | | | $ | — | | |
U.S. state and local
|
| | | | — | | | | | | — | | |
Foreign
|
| | | | — | | | | | | — | | |
Deferred Taxes
|
| | | $ | — | | | | | $ | — | | |
Provision for income taxes
|
| | | $ | — | | | | | $ | — | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Accounting profit/(loss) before tax
|
| | | $ | (62,032,076) | | | | | $ | (31,045,152) | | |
Tax using the Company’s domestic tax rate
|
| | | | (13,026,736) | | | | | | (6,519,482) | | |
Federal statutory income tax rate
|
| | | | 21% | | | | | | 21% | | |
Tax impact of : | | | | | | | | | | | | | |
Valuation allowance
|
| | | | -22% | | | | | | -20% | | |
Difference in tax rates
|
| | | | -2% | | | | | | -1% | | |
Permanent Differences | | | | | | | | | | | | | |
– Fair valuation of Warrants /convertible notes
|
| | | | 3% | | | | | | 0% | | |
Effective tax rate
|
| | | | 0% | | | | | | 0% | | |
Current Tax expense
|
| | | | — | | | | | | — | | |
Deferred Tax expense
|
| | | | — | | | | | | — | | |
Income tax expense reported in the Statement of profit and loss/Effective Tax Rate
|
| | | | — | | | | | | — | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | | 35,315,394 | | | | | | 26,198,432 | | |
Depreciation on property plant and equipment and intangible assets
|
| | | | — | | | | | | 508,801 | | |
Lease liability
|
| | | | 431,669 | | | | | | 124,683 | | |
Others
|
| | | | — | | | | | | 165,230 | | |
Total deferred tax assets
|
| | | | 35,747,063 | | | | | | 26,997,146 | | |
Less: Valuation allowance
|
| | | | (34,877,803) | | | | | | (26,882,929) | | |
Deferred tax assets, net of valuation allowance
|
| | | $ | 869,260 | | | | | $ | 114,217 | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Deferred tax liabilities: | | | | | | | | | | | | | |
Right of use assets
|
| | | | (440,418) | | | | | | (114,217) | | |
Depreciation on property plant and equipment and intangible assets
|
| | | | (342,678) | | | | | | — | | |
Others
|
| | | | (86,164) | | | | | | — | | |
Total deferred tax liabilities
|
| | | | (869,260) | | | | | | (114,217) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
|
(In USD, except loss per share)
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Net income available for common shareholders (A)
|
| | |
$
|
(62,032,076)
|
| | | |
$
|
(31,045,152)
|
| |
Weighted average outstanding shares of common stock (B)
|
| | | | 16,987,064 | | | | | | 16,840,926 | | |
Dilutive effect of stock-based awards
|
| | | | — | | | | | | — | | |
Common stock and common stock equivalents (C)
|
| | | | 16,987,064 | | | | | | 16,840,926 | | |
Loss per share | | | | | | | | | | | | | |
Basic (A/B)
|
| | | $ | (3.65) | | | | | $ | (1.84) | | |
Diluted (A/C)
|
| | | $ | (3.65) | | | | | $ | (1.84) | | |
As at
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Convertible preferred stock
|
| | | | 112,660,326 | | | | | | 109,462,816 | | |
Preferred stock warrants
|
| | | | 36,501,508 | | | | | | 34,544,377 | | |
Stock options
|
| | | | 515,402 | | | | | | 2,223,457 | | |
Senior subordinated convertible promissory note
|
| | | | 538,707 | | | | | | — | | |
Derivative financial instruments
|
| | | | 646,449 | | | | | | — | | |
Total
|
| | | | 150,862,392 | | | | | | 146,230,650 | | |
Pension and other employee obligations
Year ended |
| |
March 31, 2022
|
| |
March 31, 2022
|
| ||||||
Current | | | | | | | | | | | | | |
Gratuity
|
| | |
$
|
70,872
|
| | | |
$
|
93,363
|
| |
Compensated absences
|
| | | | 75,134 | | | | | | 83,528 | | |
| | | | | 146,006 | | | | | | 176,891 | | |
Non current | | | | | | | | | | | | | |
Gratuity
|
| | | | 215,841 | | | | | | 248,364 | | |
Compensated absences
|
| | | | 222,967 | | | | | | 152,610 | | |
| | | | | 438,808 | | | | | | 400,974 | | |
For year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Changes in projected benefit obligation (PBO) | | | | | | | | | | | | | |
PBO at the beginning of the year
|
| | |
$
|
341,727
|
| | | |
$
|
352,630
|
| |
Service cost
|
| | | | 97,679 | | | | | | 105,812 | | |
Interest cost
|
| | | | 18,405 | | | | | | 18,112 | | |
Actuarial gain
|
| | | | (45,373) | | | | | | (51,364) | | |
Benefits paid
|
| | | | (100,528) | | | | | | (70,725) | | |
Effect of exchange rate changes
|
| | | | (25,196) | | | | | | (12,738) | | |
PBO at the end of the period
|
| | |
|
286,714
|
| | | |
|
341,727
|
| |
Accrued pension liability
|
| | | | | | | | | | | | |
Current liability
|
| | |
$
|
70,872
|
| | | |
$
|
93,363
|
| |
Non-current liability
|
| | | | 215,841 | | | | | | 248,364 | | |
| | | | | 286,714 | | | | | | 341,727 | | |
Accumulated benefit obligation
|
| | |
|
202,036
|
| | | |
|
236,753
|
| |
Net gratuity cost recognized in income statement
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Service cost
|
| | |
$
|
97,679
|
| | | |
$
|
105,812
|
| |
Interest cost
|
| | | | 18,405 | | | | | | 18,112 | | |
Amortization of net actuarial (gains)/loss
|
| | | | (18,290) | | | | | | (1,992) | | |
Net periodic benefit cost
|
| | | | 97,794 | | | | | | 121,932 | | |
Re-measurement (gains) / losses in other comprehensive income
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Actuarial gain
|
| | |
$
|
(45,373)
|
| | | |
$
|
(51,364)
|
| |
Amortization loss
|
| | | | (18,290) | | | | | | (1,992) | | |
Total | | | | | (27,083) | | | | | | (49,372) | | |
Components of actuarial gain:
Year ended |
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Actuarial gain due to demographic assumption changes in defined benefit obligation
|
| | |
$
|
(11,440)
|
| | | |
$
|
(7,588)
|
| |
Actuarial (gain)/ loss due to financial assumption changes in defined benefit obligation
|
| | | | (7,033) | | | | | | 12,920 | | |
Actuarial gain due to experience on defined benefit obligation
|
| | | | (26,900) | | | | | | (56,696) | | |
Total | | | | | (45,373) | | | | | | (51,364) | | |
Year ended
|
| | | | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Discount rate – staff
|
| | | | | | | 7.37% | | | | | | 7.17% | | |
Discount rate – independent service provider*
|
| | | | | | | 7.25% | | | | | | 5.23% | | |
Attrition rate – staff
|
| | | | | | | 36.00% | | | | | | 31.00% | | |
Attrition rate – independent service provider*
|
| | | | | | | 92.00% | | | | | | 89.00% | | |
Rate of increase in compensation levels – staff
|
| | | | | | | 12.67% | | | | | | 13.00% | | |
Rate of increase in compensation levels – independent service provider*
|
| | | | | | | 14.50% | | | | | | 16.57% | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||||||||||||||
Year ended
|
| |
Increase
|
| |
Decrease
|
| |
Increase
|
| |
Decrease
|
| ||||||||||||
Discount rate (- / + 1%)
|
| | | $ | 14,216 | | | | | $ | 12,795 | | | | | $ | 18,550 | | | | | $ | 16,404 | | |
Salary growth rate (- / + 1%)
|
| | | | 7,934 | | | | | | 8,508 | | | | | | 10,694 | | | | | | 10,626 | | |
Attrition rate (- / + 1%)
|
| | | | 4,801 | | | | | | 4,551 | | | | | | 6,865 | | | | | | 6,423 | | |
Mortality rate (- / + 10% of mortality rates)
|
| | | | — | | | | | | 51 | | | | | | 66 | | | | | | 66 | | |
Expected benefit payments for the year ending March 31,:
|
| | | | | | |
2024
|
| | | $ | 70,872 | | |
2025
|
| | | | 33,640 | | |
2026
|
| | | | 20,168 | | |
2027
|
| | | | 16,406 | | |
2028
|
| | | | 9,927 | | |
Thereafter
|
| | | | 135,701 | | |
Total | | | | | 286,714 | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Discount rate
|
| | | | 7.37% | | | | | | 7.17% | | |
Attrition rate
|
| | | | 36.00% | | | | | | 31.00% | | |
Rate of compensation increase
|
| | | | 12.67% | | | | | | 13.00% | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Cost of revenue
|
| | |
$
|
575,662
|
| | | |
$
|
732,792
|
| |
Technology and development
|
| | | | 341,370 | | | | | | 77,044 | | |
Marketing expenses
|
| | | | 58,822 | | | | | | 344,130 | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
General and administrative expenses
|
| | | | 2,634,244 | | | | | | 2,725,652 | | |
Total stock-based compensation expense
|
| | | | 3,610,097 | | | | | | 3,879,618 | | |
|
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
|
Dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Expected volatility
|
| |
60.00%
|
| |
50.00 – 60.00%
|
|
Risk-free interest rate
|
| |
2.39 – 2.81%
|
| |
0.63 – 3.29%
|
|
Exercise price
|
| |
$2.20
|
| |
$0.06 – $2.20
|
|
Expected life (in years)
|
| |
5.5 – 7
|
| |
5.5 – 7
|
|
Attrition rate
|
| |
30.00%
|
| |
30.00%
|
|
| | |
Year ended March 31,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
No. of options
|
| |
Weighted
average exercise price |
| |
No. of options
|
| |
Weighted
average exercise price |
| ||||||||||||
Outstanding at the beginning of the year
|
| | | | 16,081,481 | | | | | $ | 1.78 | | | | | | 4,438,990 | | | | | $ | 0.56 | | |
Granted during the year
|
| | | | 1,873,500 | | | | | | 2.20 | | | | | | 12,656,600 | | | | | | 2.20 | | |
Forfeited during the year
|
| | | | (1,696,868) | | | | | | 1.78 | | | | | | (865,798) | | | | | | 1.54 | | |
Exercised during the year
|
| | | | — | | | | | | — | | | | | | (148,311) | | | | | | 0.32 | | |
Outstanding at the end of the year
|
| | | | 16,258,113 | | | | | | 1.82 | | | | | | 16,081,481 | | | | | | 1.80 | | |
Exercisable at the end of the year
|
| | | | 9,152,861 | | | | | | 1.54 | | | | | | 3,736,654 | | | | | | 0.54 | | |
Unvested at the end of the year
|
| | | | 7,105,252 | | | | | | 2.20 | | | | | | 12,344,827 | | | | | | 2.18 | | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Vested options
|
| | | | 6.67 | | | | | | 4.93 | | |
Unvested options
|
| | | | 8.49 | | | | | | 9.37 | | |
| Gregory Bradford Moran | | |
Chief Executive Officer & Director
|
|
| Mahindra & Mahindra Limited | | | Investor in Indian subsidiary | |
Year ended
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Interest Expense | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | $ | 64,844 | | | | | $ | 110,714 | | |
Interest income | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 15,804 | | | | | | 16,860 | | |
Debt – principal repayment | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 251,700 | | | | | | 2,379,531 | | |
Debt – foreclosure charges | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 1,123,384 | | | | | | 95,120 | | |
Proceeds from sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | 3,187,157 | | | | | | 3,388,479 | | |
Legal Fees | | | | | | | | | | | | | |
Mahindra First Choice Wheels (MH)
|
| | | | 668 | | | | | | 2,943 | | |
Balances written off | | | | | | | | | | | | | |
Mahindra & Mahindra Ltd
|
| | | | — | | | | | | 17,291 | | |
Mahindra And Mahindra Financial Service Limited
|
| | | | — | | | | | | 7,447 | | |
Mahindra Electric Mobility Ltd
|
| | | | — | | | | | | 3,277 | | |
Advance received for sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | — | | | | | | 3,327,732 | | |
As at
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Debt (non-current and current maturities) | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | $ | 1,054,887 | | | | | $ | 2,620,321 | | |
Fixed deposits (including interest accrued) | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 262,117 | | | | | | 276,400 | | |
Advance received for sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | 15,067 | | | | | | 3,266,108 | | |
Advance to director (net) | | | | | | | | | | | | | |
Gregory Bradford Moran
|
| | | | 19,682 | | | | | | — | | |
Payable to director (net) | | | | | | | | | | | | | |
Gregory Bradford Moran
|
| | | | — | | | | | | 48,031 | | |
| | | | | 1,351,753 | | | | | | 6,210,860 | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Assets | | | | | | | | | | | | | |
Cash and Cash equivalents
|
| | | $ | 50,498 | | | | | $ | 122,489 | | |
Accounts receivable
|
| | | | 100,691 | | | | | | 7,500 | | |
Other current assets
|
| | | | 18,428 | | | | | | 9,793 | | |
Property and equipment, net
|
| | | | 147,579 | | | | | | 22,664 | | |
Intangible assets, net
|
| | | | 11,900 | | | | | | 20,837 | | |
Long term Investments
|
| | | | 4,347 | | | | | | 239,784 | | |
Receivable from government authorities -non current
|
| | | | 51,838 | | | | | | 13,369 | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 417,884 | | | | | $ | 450,746 | | |
Contract Liabilities
|
| | | | 11,912 | | | | | | 3,399 | | |
Other current liabilities
|
| | | | 370,831 | | | | | | 168,151 | | |
Pension and other employee obligations
|
| | | | — | | | | | | 6,540 | | |
Name of the VIE entity
|
| |
Place of
incorporation |
| |
Nature of
investment |
| |
Investor entity
|
|
Zoomcar Egypt Car Rental LLC
|
| | Egypt | | | Debt | | |
Zoomcar Netherlands Holding B.V
|
|
Zoomcar Egypt Car Rental LLC
|
| | Egypt | | | Debt | | | Zoomcar Inc. | |
Fleet Mobility Philippines Corporation*
|
| | Philippines | | | Debt | | | Zoomcar Inc. | |
PT Zoomcar Indonesia Mobility Service**
|
| | Indonesia | | | Equity | | | Fleet Holding Pte Ltd | |
PT Zoomcar Indonesia Mobility Service**
|
| | Indonesia | | | Debt | | | Zoomcar Inc. | |
Zoomcar Vietnam Mobility LLC
|
| | Vietnam | | | Debt | | | Fleet Holding Pte Ltd | |
Zoomcar Vietnam Mobility LLC
|
| | Vietnam | | | Debt | | | Zoomcar Inc. | |
Zoomcar Vietnam Mobility LLC
|
| | Vietnam | | | Equity | | | Fleet Holding Pte Ltd | |
As at
|
| |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Financial assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
3,853,281
|
| | | |
$
|
26,783,791
|
| |
Accounts receivable
|
| | | | 255,175 | | | | | | 204,198 | | |
Receivable from government authorities
|
| | | | 4,211,143 | | | | | | 4,649,100 | | |
Long term investments
|
| | | | 254,032 | | | | | | 399,806 | | |
Other financial assets
|
| | | | 887,440 | | | | | | 1,214,925 | | |
Total assets
|
| | | | 9,461,071 | | | | | | 33,251,819 | | |
Financial liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
6,547,978
|
| | | |
$
|
6,318,686
|
| |
Debt
|
| | | | 5,509,948 | | | | | | 12,248,554 | | |
Other financial liabilities
|
| | | | 1,349,393 | | | | | | 1,618,840 | | |
Total liabilities
|
| | | | 13,407,319 | | | | | | 20,186,080 | | |
| | |
March 31, 2023
|
| |||||||||||||||||||||
| | |
Total Carrying
value |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets held for sale
|
| | | $ | 923,176 | | | | | $ | — | | | | | $ | 923,176 | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock warrant liability
|
| | | $ | 1,190,691 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,190,691 | | |
Convertible promissory note
|
| | | | 10,944,727 | | | | | | — | | | | | | — | | | | | | 10,944,727 | | |
Senior subordinated convertible promissory note
|
| | | | 17,422,132 | | | | | | — | | | | | | — | | | | | | 17,422,132 | | |
Derivative financial instrument
|
| | | | 14,373,856 | | | | | | — | | | | | | — | | | | | | 14,373,856 | | |
| | |
March 31, 2022
|
| |||||||||||||||||||||
| | |
Total Carrying
value |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets held for sale
|
| | |
$
|
4,298,419
|
| | | | $ | — | | | | | $ | 4,298,419 | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock warrant liability
|
| | |
$
|
1,610,938
|
| | | | $ | — | | | | | $ | — | | | | | $ | 1,610,938 | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| ||||||
Remaining term (years)
|
| | | | 5.21 | | | | | | 5.92 | | |
Volatility(1) | | | | | 53% | | | | | | 55% | | |
Risk-free rate(2)
|
| | | | 3.60% | | | | | | 2.40% | | |
Estimated exercise price
|
| | | $ | 0.23 – 5 | | | | | $ | 2.5 – 3.5 | | |
Calculated fair value per share
|
| | | $ | 10.7 | | | | | $ | 1.8 | | |
| | |
Convertible
promissory note |
| |
Senior subordinated
convertible promissory note |
| ||||||
Remaining term (years)
|
| | | | 0.21 | | | | | | 0.21 | | |
Volatility(1) | | | | | 34% | | | | | | 34% | | |
Risk-free rate(2)
|
| | | | 4.80% | | | | | | 4.80% | | |
Estimated conversion price
|
| | | $ | 10 | | | | | $ | 5 | | |
Calculated fair value per share
|
| | | $ | 10.7 | | | | | $ | 10.7 | | |
| | |
Preferred stock
warrant liability |
| |
Convertible
promissory note |
| |
Senior subordinated
convertible promissory note |
| |
Derivative financial
instrument |
| ||||||||||||
Balance as of March 31, 2021
|
| | | $ | 494,807 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issue of convertible preferred stock warrant
|
| | | | 660,866 | | | | | | — | | | | | | — | | | | | | — | | |
Change in fair value of convertible preferred stock warrant
|
| | | | 455,265 | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of March 31, 2022
|
| | | | 1,610,938 | | | | | | — | | | | | | — | | | | | | — | | |
Issue of convertible promissory note
|
| | | $ | — | | | | | | 10,000,000 | | | | | $ | — | | | | | $ | — | | |
Issue of senior subordinated convertible
promissory note and warrants |
| | | | — | | | | | | — | | | | | | 8,109,954 | | | | | | — | | |
Change in fair value of convertible preferred stock warrant
|
| | | | (420,245) | | | | | | — | | | | | | — | | | | | | — | | |
Change in fair value of convertible promissory note
|
| | | | — | | | | | | 944,727 | | | | | | — | | | | | | — | | |
Change in fair value of SSCPN
|
| | | | — | | | | | | — | | | | | | 9,312,177 | | | | | | — | | |
Change in fair value of derivative financial instrument
|
| | | | — | | | | | | — | | | | | | — | | | | | | 14,373,856 | | |
Balance as of March 31, 2023
|
| | | | 1,190,691 | | | | | | 10,944,727 | | | | | | 17,422,131 | | | | | | 14,373,856 | | |
| | |
March 31, 2023
|
| |
March 31, 2022
|
| | | | | | | ||||||||||||
As at
|
| |
Balance Sheet
Location |
| |
Fair Value
|
| |
Balance Sheet
Location |
| |
Fair Value
|
| | | ||||||||||
Derivatives not designated as hedging instruments under ASC 815-20
|
| | | | | | | | | | | | | | | | | | | | | ||||
Warrants issued against SSCPN
|
| |
Derivative financial instrument
|
| | | $ | 11,978,213 | | | | | | | | $ | — | | | | | ||||
Warrants issued to Placement agent
|
| | | | | | | 2,395,643 | | | | | | | | | — | | | | | ||||
Total | | | | | | | $ | 14,373,856 | | | | | | | | | — | | | | |
(in USD, except number of shares)
As at |
| |
June 30, 2023
(unaudited) |
| |
March 31, 2023
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets : | | | | | | | | | | | | | |
Cash and cash equivalents (Refer Note 28 – VIE)
|
| | |
$
|
4,074,164
|
| | | |
$
|
3,686,741
|
| |
Accounts receivable, net of allowance for doubtful accounts (Refer Note 28 – VIE)
|
| | | | 229,325 | | | | | | 255,175 | | |
Receivable from government authorities
|
| | | | 3,981,913 | | | | | | 3,962,822 | | |
Short term investments with related parties
|
| | | | 166,644 | | | | | | 166,540 | | |
Prepaid expenses (Refer Note 28 – VIE)
|
| | | | 330,545 | | | | | | 909,828 | | |
Other current assets (Refer Note 28 – VIE)
|
| | | | 1,139,190 | | | | | | 1,150,209 | | |
Other current assets with related parties
|
| | | | 38,094 | | | | | | 19,682 | | |
Assets held for sale
|
| | | | 864,888 | | | | | | 923,176 | | |
Total current assets
|
| | | | 10,824,763 | | | | | | 11,074,173 | | |
Property and equipment, net of accumulated depreciation $6,423,747 and $6,189,452 respectively (Refer Note 28 – VIE)
|
| | | | 2,410,354 | | | | | | 2,728,523 | | |
Operating lease right-of-use assets
|
| | | | 1,619,097 | | | | | | 1,694,201 | | |
Intangible assets, net of accumulated amortisation of $106,523 and $106,769 respectively (Refer Note 28 – VIE)
|
| | | | 24,427 | | | | | | 33,412 | | |
Long term investments (Refer Note 28 – VIE)
|
| | | | 251,921 | | | | | | 158,455 | | |
Long term investments with related parties
|
| | | | 97,596 | | | | | | 95,577 | | |
Receivable from government authorities (Refer Note 28 – VIE)
|
| | | | 270,294 | | | | | | 248,321 | | |
Other non-current assets
|
| | | | 427,070 | | | | | | 425,669 | | |
Total assets
|
| | | $ | 15,925,522 | | | | | $ | 16,458,331 | | |
Liabilities, redeemable noncontrolling interests, mezzanine equity and stockholders’ equity | | | | | | | | | | | | | |
Current liabilities : | | | | | | | | | | | | | |
Accounts payable (Refer Note 28 – VIE)
|
| | |
$
|
6,546,498
|
| | | |
$
|
6,547,978
|
| |
Current portion of long-term debt
|
| | | | 1,380,163 | | | | | | 1,415,861 | | |
Current portion of long-term debt from related parties
|
| | | | 1,022,980 | | | | | | 1,054,887 | | |
Current portion of operating lease liabilities
|
| | | | 472,296 | | | | | | 466,669 | | |
Current portion of finance lease liabilities
|
| | | | 1,441,731 | | | | | | 1,257,423 | | |
Contract Liabilities (Refer Note 28 – VIE)
|
| | | | 867,836 | | | | | | 786,572 | | |
Current portion of pension and other employee obligations (Refer Note 28 – VIE)
|
| | | | 175,296 | | | | | | 146,006 | | |
Other current liabilities (Refer Note 28 – VIE)
|
| | | | 2,652,762 | | | | | | 2,933,032 | | |
Other current liabilities towards related parties
|
| | | | 18,245 | | | | | | — | | |
Total current liabilities
|
| | | | 14,577,807 | | | | | | 14,608,428 | | |
Long-term debt, less current portion
|
| | | | 2,747,715 | | | | | | 3,039,200 | | |
Operating lease liabilities, less current portion
|
| | | | 1,212,499 | | | | | | 1,284,755 | | |
Finance lease liabilities, less current portion
|
| | | | 4,673,920 | | | | | | 5,098,262 | | |
Pension and other employee obligations, less current portion (Refer Note 28 – VIE)
|
| | | | 613,538 | | | | | | 438,808 | | |
Preferred stock warrant liability
|
| | | | 945,548 | | | | | | 1,190,691 | | |
Convertible promissory note
|
| | | | 11,364,749 | | | | | | 10,944,727 | | |
Senior Subordinated Convertible Promissory Notes
|
| | | | 36,596,708 | | | | | | 17,422,132 | | |
Derivative financial instrument
|
| | | | 23,596,665 | | | | | | 14,373,856 | | |
Total liabilities
|
| | | | 96,329,149 | | | | | | 68,400,859 | | |
Commitments and contingencies (Note 31) | | | | | | | | | | | | | |
Redeemable non controlling interest
|
| | | | 25,114,751 | | | | | | 25,114,751 | | |
Mezzanine equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value (refer note 19 (a))
|
| | | | 168,974,437 | | | | | | 168,974,437 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stock, $0.0001 par value, 220,000,000 shares authorized at June 30, 2023 and March 31, 2023, and 16,987,064 shares issued and outstanding at June 30, 2023 and March 31, 2023 respectively
|
| | | | 1,699 | | | | | | 1,699 | | |
Additional paid-in capital
|
| | | | 22,585,078 | | | | | | 22,140,866 | | |
Accumulated deficit
|
| | | | (298,783,414) | | | | | | (270,002,280) | | |
Accumulated other comprehensive income
|
| | | | 1,703,822 | | | | | | 1,827,999 | | |
Total stockholders’ equity
|
| | | | (274,492,815) | | | | | | (246,031,716) | | |
Total liabilities, redeemable non-controlling interests ,mezzanine equity and stockholders’ equity
|
| | | $ | 15,925,522 | | | | | $ | 16,458,331 | | |
(In USD, except number of shares)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
| | |
(unaudited)
|
| |||||||||
Revenue : | | | | | | | | | | | | | |
Income from rentals
|
| | |
$
|
—
|
| | | |
$
|
146,513
|
| |
Revenues from services
|
| | | | 2,614,618 | | | | | | 1,316,679 | | |
Other revenues
|
| | | | — | | | | | | 21,307 | | |
Total revenue
|
| | | | 2,614,618 | | | | | | 1,484,499 | | |
Cost and Expenses | | | | | | | | | | | | | |
Cost of revenue
|
| | | | 3,610,982 | | | | | | 7,578,577 | | |
Technology and development
|
| | | | 1,326,879 | | | | | | 1,396,616 | | |
Sales and marketing
|
| | | | 2,705,962 | | | | | | 3,601,652 | | |
General and administrative
|
| | | | 2,473,779 | | | | | | 3,903,673 | | |
Total costs and expenses
|
| | | | 10,117,602 | | | | | | 16,480,518 | | |
Loss from operations before income tax
|
| | | | (7,502,984) | | | | | | (14,996,019) | | |
Finance costs
|
| | | | 21,520,558 | | | | | | 482,910 | | |
Finance costs to related parties
|
| | | | 12,861 | | | | | | 85,212 | | |
Other income, net
|
| | | | (251,219) | | | | | | (965,552) | | |
Other income from related parties
|
| | | | (4,050) | | | | | | (3,712) | | |
Loss before income taxes
|
| | | | (28,781,134) | | | | | | (14,594,877) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss attributable to common stock holders
|
| | | $ | (28,781,134) | | | | | $ | (14,594,877) | | |
Net loss per share | | | | | | | | | | | | | |
Basic and diluted
|
| | |
$
|
(1.69)
|
| | | |
$
|
(0.86)
|
| |
Weighted average shares used in computing loss per share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 16,987,064 | | | | | | 16,991,740 | | |
(In USD, except number of shares)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
| | |
(unaudited)
|
| |||||||||
Net loss
|
| | |
$
|
(28,781,134)
|
| | | |
$
|
(14,594,877)
|
| |
Other comprehensive loss, net of tax: | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (44,777) | | | | | | 478,861 | | |
Gain for defined benefit plan
|
| | | | (74,078) | | | | | | (11,522) | | |
Reclassification adjustments: | | | | | | | | | | | | | |
Amortization of gains on defined benefit plan
|
| | | | (5,322) | | | | | | (4,758) | | |
Other comprehensive income (loss) attributable to common stock holders
|
| | |
|
(124,177)
|
| | | |
|
462,581
|
| |
Comprehensive loss
|
| | |
$
|
(28,905,311)
|
| | | |
$
|
(14,132,296)
|
| |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
| | |
(unaudited)
|
| |||||||||
A. Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (28,781,134) | | | | | $ | (14,594,877) | | |
Adjustments to reconcile net loss to net cash used in operating activities : | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 255,481 | | | | | | 295,441 | | |
Stock-based compensation
|
| | | | 444,212 | | | | | | 1,645,515 | | |
Change in fair value of preferred stock warrant
|
| | | | (245,143) | | | | | | — | | |
Change in fair value of convertible promissory note
|
| | | | 420,022 | | | | | | — | | |
Change in fair value of senior subordinated convertible promissory note
|
| | | | 10,519,247 | | | | | | — | | |
Change in fair value of derivative financial instrument
|
| | | | 9,222,809 | | | | | | — | | |
Note issue expenses
|
| | | | 1,038,622 | | | | | | — | | |
Loss on sale and disposal of assets, net
|
| | | | 66,540 | | | | | | — | | |
Loss on assets written off
|
| | | | — | | | | | | — | | |
Loss/(gain) on sale of assets held for sale
|
| | | | 5,018 | | | | | | (794,581) | | |
Amortization of operating lease right-of-use assets
|
| | | | 8,428 | | | | | | 14,887 | | |
Unrealized foreign currency exchange (gain)/loss, net
|
| | | | 1,109 | | | | | | 528 | | |
Operating loss before working capital changes
|
| | | | (7,044,789) | | | | | | (13,433,087) | | |
Changes in operating assets and liabilities : | | | | | | | | | | | | | |
Decrease/(increase) in Accounts receivables
|
| | | | 24,720 | | | | | | (68,971) | | |
(Increase)/decrease in Receivable from government authorities
|
| | | | (38,750) | | | | | | 79,335 | | |
Decrease in Prepaid expenses
|
| | | | 579,245 | | | | | | 64,009 | | |
Decrease in Other current assets
|
| | | | 32,423 | | | | | | 75,183 | | |
(Decrease)/increase in Accounts payables
|
| | | | (1,878) | | | | | | 599,778 | | |
Decrease in Other current liabilities
|
| | | | (186,569) | | | | | | (1,183,186) | | |
Increase in Pension and other employee obligations
|
| | | | 118,706 | | | | | | 37,530 | | |
Increase in Contract liabilities
|
| | | | 80,726 | | | | | | 480,060 | | |
Net cash used in operating activities (A)
|
| | | | (6,436,168) | | | | | | (13,349,349) | | |
B. Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property, plant and equipment, including intangible assets and capital advances
|
| | | | (113,013) | | | | | | (491,143) | | |
Payment towards investments in fixed deposits
|
| | | | (123,663) | | | | | | (46,684) | | |
Proceeds from sale of asset held for sale
|
| | | | 58,982 | | | | | | 2,171,244 | | |
Proceeds from maturity of investments in fixed deposits
|
| | | | 31,288 | | | | | | 15,879 | | |
Net cash flows (used)/generated from investing activities (B)
|
| | | | (146,406) | | | | | | 1,649,296 | | |
C. Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from issue of senior subordinated convertible promissory note, net
|
| | | | 8,655,330 | | | | | | — | | |
Payment of notes issuance cost
|
| | | | (1,038,622) | | | | | | — | | |
Repayment of debt
|
| | | | (362,164) | | | | | | (2,483,671) | | |
Principal payment of finance lease obligation
|
| | | | (243,758) | | | | | | (428,100) | | |
Net cash generated/(used) from financing activities (C)
|
| | | | 7,010,786 | | | | | | (2,911,771) | | |
Net decrease in cash and cash equivalents (A+B+C)
|
| | | | 428,212 | | | | | | (14,611,824) | | |
Effect of foreign exchange on cash and cash equivalents.
|
| | | | (40,789) | | | | | | (244,622) | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Beginning of period
|
| | | | 3,686,741 | | | | | | 26,783,791 | | |
End of period
|
| | | $ | 4,074,164 | | | | | $ | 11,927,345 | | |
Reconciliation of cash and cash equivalents to the condensed consolidated balance sheet | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 4,074,164 | | | | | | 11,927,345 | | |
Total cash and cash equivalents
|
| | | $ | 4,074,164 | | | | | $ | 11,927,345 | | |
Supplemental disclosures of cash flow information | | | | | | | | | | | | | |
Cash paid/ (refund) for income taxes
|
| | | $ | (31,997) | | | | | $ | 1,882 | | |
Interest paid on debt
|
| | | $ | (112,629) | | | | | $ | (272,467) | | |
(In USD, except number of
shares) |
| |
Redeemable
Non-controlling Interest |
| | |
Mezzanine equity
Preferred stock |
| | |
Stockholders’ equity
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Amounts
|
| | |
Shares
|
| |
Amounts
|
| | |
Shares
|
| |
Amounts
|
| |
Additional
paid-in capital |
| |
Accumulated
Deficit |
| |
Accumulated
other comprehensive income/(loss) |
| |
Total equity
(deficit) |
| |||||||||||||||||||||||||||
Balance as at April 01, 2022
|
| | | | 25,114,751 | | | | | | | 99,309,415 | | | | | $ | 168,974,437 | | | | | | | 16,991,740 | | | | | $ | 1,699 | | | | | $ | 18,530,769 | | | | | $ | (207,970,204) | | | | | $ | 769,156 | | | | | $ | (188,668,580) | | |
Stock based compensation
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,645,515 | | | | | | — | | | | | | — | | | | |
|
1,645,515
|
| |
Gain on employee benefit, (net
of taxes amounts to $ Nil) |
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,280) | | | | |
|
(16,280)
|
| |
Net loss
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,594,877) | | | | | | — | | | | |
|
(14,594,877)
|
| |
Foreign currency translation adjustment, (net of taxes amounts to $ Nil)
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 478,861 | | | | |
|
478,861
|
| |
Balance as at June 30, 2022
|
| | | | 25,114,751 | | | | | | | 99,309,415 | | | | | | 168,974,437 | | | | | | | 16,991,740 | | | | | | 1,699 | | | | | | 20,176,284 | | | | | | (222,565,081) | | | | | | 1,231,737 | | | | | | (201,155,361) | | |
Balance as at April 01, 2023
|
| | | | 25,114,751 | | | | | | | 99,309,415 | | | | | | 168,974,437 | | | | | | | 16,987,064 | | | | | | 1,699 | | | | | | 22,140,866 | | | | | | (270,002,280) | | | | | | 1,827,999 | | | | | | (246,031,716) | | |
Stock based compensation
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 444,212 | | | | | | — | | | | | | — | | | | |
|
444,212
|
| |
Gain on employee benefit, (net
of taxes amounts to $ Nil) |
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (79,400) | | | | |
|
(79,400)
|
| |
Net loss
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (28,781,134) | | | | | | — | | | | |
|
(28,781,134)
|
| |
Foreign currency translation adjustment, (net of taxes amounts to $ Nil)
|
| | | | — | | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (44,777) | | | | |
|
(44,777)
|
| |
Balance as at June 30, 2023
|
| | | | 25,114,751 | | | | | | | 99,309,415 | | | | | | 168,974,437 | | | | | | | 16,987,064 | | | | | | 1,699 | | | | | | 22,585,078 | | | | | | (298,783,414) | | | | | | 1,703,822 | | | | | | (274,492,815) | | |
Name of Entity
|
| |
Place of
Incorporation |
| |
Investor Entity
|
|
Zoomcar India Private Limited | | | India | | | Zoomcar, Inc. | |
Zoomcar Netherlands Holding B.V | | | Netherlands | | | Zoomcar, Inc. | |
Fleet Holding Pte ltd | | | Singapore | | | Zoomcar, Inc. | |
Fleet Mobility Philippines Corporation | | | Philippines | | | Zoomcar, Inc. | |
Zoomcar Egypt Car Rental LLC | | | Egypt | | |
Zoomcar Netherlands Holding
|
|
PT Zoomcar Indonesia Mobility Service | | | Indonesia | | | Fleet Holding Pte ltd | |
Zoomcar Vietnam Mobility LLC | | | Vietnam | | | Fleet Holding Pte ltd | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Balances in bank accounts
|
| | |
$
|
4,024,347
|
| | | |
$
|
3,657,580
|
| |
Certificate to deposits
|
| | | | 47,727 | | | | | | 15,633 | | |
Cash
|
| | | | 2,090 | | | | | | 13,528 | | |
Cash and cash equivalents
|
| | | | 4,074,164 | | | | | | 3,686,741 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Accounts receivable
|
| | |
$
|
229,325
|
| | | |
$
|
255,175
|
| |
Net accounts receivable
|
| | | | 229,325 | | | | | | 255,175 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Current | | | | | | | | | | | | | |
Goods and service tax receivable
|
| | |
$
|
3,981,913
|
| | | |
$
|
3,962,822
|
| |
| | | | | 3,981,913 | | | | | | 3,962,822 | | |
Non current | | | | | | | | | | | | | |
Goods and service tax receivable*
|
| | |
$
|
208,026
|
| | | |
$
|
196,483
|
| |
Other tax receivables
|
| | | | 62,268 | | | | | | 51,838 | | |
| | | | | 270,294 | | | | | | 248,321 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Certificate to deposits with related parties*
|
| | |
$
|
166,644
|
| | | |
$
|
166,540
|
| |
Short term investments with related parties
|
| | | | 166,644 | | | | | | 166,540 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Insurance claims receivable
|
| | |
$
|
23,686
|
| | | |
$
|
23,677
|
| |
Advance to suppliers
|
| | | | 112,146 | | | | | | 88,115 | | |
Security deposits
|
| | | | 54,445 | | | | | | 53,585 | | |
Advance income taxes, net
|
| | | | 142,742 | | | | | | 174,654 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Advance to employees
|
| | | | 93,735 | | | | | | 87,679 | | |
Receivables from car sale
|
| | | | 545,080 | | | | | | 578,523 | | |
Other receivables
|
| | | | 167,356 | | | | | | 143,976 | | |
Other current assets
|
| | | | 1,139,190 | | | | | | 1,150,209 | | |
|
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Advance to director
|
| | |
$
|
38,094
|
| | | |
$
|
19,682
|
| |
Other current assets with related parties
|
| | | | 38,094 | | | | | | 19,682 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Vehicles
|
| | |
$
|
864,888
|
| | | |
$
|
923,176
|
| |
Total assets held for sale
|
| | | | 864,888 | | | | | | 923,176 | | |
(In USD)
As at |
| |
Estimated useful life
|
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Devices
|
| | 3 – 5 years | | | |
$
|
3,414,176
|
| | | |
$
|
3,402,749
|
| |
Computer equipment’s
|
| | 2 – 7 years | | | | | 774,242 | | | | | | 873,178 | | |
Office equipment’s
|
| | 3 – 10 years | | | | | 453,531 | | | | | | 452,489 | | |
Furniture and fixtures
|
| | 10 years | | | | | 10,268 | | | | | | 10,287 | | |
Total, at cost
|
| | | | | | | 4,652,217 | | | | | | 4,738,703 | | |
Less: Accumulated depreciation
|
| | | | | | | (2,241,863) | | | | | | (2,010,180) | | |
| | | | | | | | 2,410,354 | | | | | | 2,728,523 | | |
Right-of-use assets under finance leases: | | | | | | | | | | | | | | | | |
Vehicles, at cost
|
| | | | | | $ | 4,181,884 | | | | | $ | 4,179,272 | | |
Accumulated depreciation
|
| | | | | | | (4,181,884) | | | | | | (4,179,272) | | |
| | | | | | | | — | | | | | | — | | |
Total property and equipment, net
|
| | | | | | | 2,410,354 | | | | | | 2,728,523 | | |
(In USD)
Period ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Finance lease cost: | | | | | | | | | | | | | |
Amortization of right-of-use assets
|
| | |
$
|
—
|
| | | |
$
|
3,432
|
| |
Interest on lease liabilities
|
| | | | 161,119 | | | | | | 228,926 | | |
Operating lease cost
|
| | | | 132,206 | | | | | | 140,665 | | |
Short term lease cost
|
| | | | 55,075 | | | | | | 30,074 | | |
Total lease cost
|
| | | | 348,400 | | | | | | 403,097 | | |
| | |
30-Jun-23
|
| |
31-Mar-23
|
| ||||||||||||||||||
Maturities of lease liabilities are as follows:
|
| |
Operating
Leases |
| |
Finance
Leases |
| |
Operating
Leases |
| |
Finance
Leases |
| ||||||||||||
2024
|
| | | $ | 373,751 | | | | | $ | 1,460,292 | | | | | $ | 497,344 | | | | | $ | 1,877,744 | | |
2025
|
| | | | 471,479 | | | | | | 2,090,300 | | | | | | 471,185 | | | | | | 2,103,127 | | |
2026
|
| | | | 350,996 | | | | | | 3,050,407 | | | | | | 350,777 | | | | | | 3,048,501 | | |
2027
|
| | | | 368,060 | | | | | | 672,689 | | | | | | 367,830 | | | | | | 672,269 | | |
2028
|
| | | | 385,976 | | | | | | — | | | | | | 385,735 | | | | | | — | | |
Thereafter
|
| | | | 404,789 | | | | | | — | | | | | | 404,536 | | | | | | — | | |
Total Lease Payments
|
| | | | 2,355,051 | | | | | | 7,273,688 | | | | | | 2,477,407 | | | | | | 7,701,641 | | |
Less : Imputed Interest
|
| | | | 670,257 | | | | | | 1,158,037 | | | | | | 725,982 | | | | | | 1,345,957 | | |
Total Lease Liabilities
|
| | | | 1,684,794 | | | | | $ | 6,115,651 | | | | | $ | 1,751,425 | | | | | $ | 6,355,684 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Long term investments | | | | | | | | | | | | | |
Investments in fixed deposits*
|
| | |
$
|
251,921
|
| | | |
$
|
158,455
|
| |
Investments in fixed deposits with related parties**
|
| | | | 97,596 | | | | | | 95,577 | | |
| | | | | 349,517 | | | | | | 254,032 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Security deposits
|
| | |
$
|
427,070
|
| | | |
$
|
425,669
|
| |
Other non current assets
|
| | | | 427,070 | | | | | | 425,669 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Current | | | | | | | | | | | | | |
Non-convertible debentures | | | | | | | | | | | | | |
7.7% Debentures
|
| | |
$
|
421,608
|
| | | |
$
|
454,969
|
| |
Term loans | | | | | | | | | | | | | |
– from non-banking financial companies (NBFCs)
|
| | | | 958,555 | | | | | | 960,892 | | |
– from related parties (NBFCs)
|
| | | | 1,022,980 | | | | | | 1,054,887 | | |
| | | | | 2,403,143 | | | | | | 2,470,748 | | |
Non current | | | | | | | | | | | | | |
Term loans | | | | | | | | | | | | | |
– from non-banking financial companies (NBFCs)
|
| | |
$
|
2,747,715
|
| | | |
$
|
3,039,200
|
| |
| | | | | 2,747,715 | | | | | | 3,039,200 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| |||
Total maturity as of June 30, 2023 is as follows: | | | | | | | | | | |
Year ending March 31, | | | | | | | | | | |
2024 (July 1, 2023 till March 31, 2024)
|
| | | | | | $ | 2,155,922 | | |
2025
|
| | | | | | | 963,949 | | |
2026
|
| | | | | | | 633,262 | | |
2027
|
| | | | | | | 1,046,285 | | |
2028
|
| | | | | | | 351,440 | | |
| | | | | | | $ | 5,150,858 | | |
|
(In USD)
As at |
| |
Fair Value Outstanding
|
| |||||||||
| | |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Notes
|
| | | $ | 11,364,749 | | | | | $ | 10,944,727 | | |
Total
|
| | | | 11,364,749 | | | | | | 10,944,727 | | |
(In USD)
As at |
| |
Fair Value Outstanding
|
| |||||||||
|
June 30, 2023
|
| |
March 31, 2023
|
| ||||||||
Convertible note
|
| | | $ | 36,596,708 | | | | | $ | 17,422,132 | | |
Warrants issued against SSCPN
|
| | | | 23,596,665 | | | | | | 14,373,856 | | |
Total
|
| | | | 60,193,373 | | | | | | 31,795,987 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Payable to customers
|
| | |
$
|
590,863
|
| | | |
$
|
647,283
|
| |
Statutory dues payable
|
| | | | 1,582,709 | | | | | | 1,583,639 | | |
Capital creditors
|
| | | | — | | | | | | 88,484 | | |
Employee benefit expenses payable
|
| | | | 252,223 | | | | | | 379,167 | | |
Other liabilities
|
| | | | 226,967 | | | | | | 234,459 | | |
Other current liabilities
|
| | | | 2,652,762 | | | | | | 2,933,032 | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Other liabilities with related parties
|
| | |
$
|
18,245
|
| | | |
$
|
—
|
| |
Other current liabilities towards related parties
|
| | | | 18,245 | | | | | | — | | |
(In USD)
As at |
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Gain on employee benefit | | | | | | | | | | | | | |
Balance, beginning of period
|
| | |
$
|
115,818
|
| | | |
$
|
88,735
|
| |
Gain on employee benefit | | | | | | | | | | | | | |
– Gratuity | | | | | | | | | | | | | |
Recognised during the period, net of taxes amounts to $ Nil
|
| | | | (74,078) | | | | | | 45,373 | | |
Reclassification to net income: Amortization losses/(gains)
|
| | | | (5,322) | | | | | | (18,290) | | |
Balance, end of period
|
| | | | 36,418 | | | | | | 115,818 | | |
Foreign currency translation adjustment | | | | | | | | | | | | | |
Balance, beginning of period
|
| | |
$
|
1,712,181
|
| | | |
$
|
680,421
|
| |
Translation adjustments gain recognised during the period, net of taxes amounts to $ Nil
|
| | | | (44,777) | | | | | | 1,031,760 | | |
Balance, end of period
|
| | | | 1,667,404 | | | | | | 1,712,181 | | |
Accumulated other comprehensive income / (loss)
|
| | | | 1,703,822 | | | | | | 1,827,999 | | |
| | |
As at June 30, 2023
|
| |
As at March 31, 2023
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Type
|
| |
Authorized
shares |
| |
Shares
issued |
| |
Conversion
Ratio |
| |
Net carrying
value |
| |
Liquidation
preference |
| |
Authorized
shares |
| |
Shares
issued |
| |
Conversion
Ratio |
| |
Net carrying
value |
| |
Liquidation
preference |
| ||||||||||||||||||||||||||||||
Preferred Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Series Seed
|
| | | | 6,836,726 | | | | | | 6,836,726 | | | | | | 1.24 | | | | | | 1,542,203 | | | | | | 1,542,203 | | | | | | 6,836,726 | | | | | | 6,836,726 | | | | | | 1.05 | | | | | | 1,542,203 | | | | | | 1,542,203 | | |
Series A
|
| | | | 11,379,405 | | | | | | 11,379,405 | | | | | | 1.66 | | | | | | 9,288,872 | | | | | | 9,288,872 | | | | | | 11,379,405 | | | | | | 11,379,405 | | | | | | 1.24 | | | | | | 9,288,872 | | | | | | 9,288,872 | | |
Series A2
|
| | | | 4,536,924 | | | | | | 4,536,924 | | | | | | 1.83 | | | | | | 10,760,224 | | | | | | 10,760,224 | | | | | | 4,536,924 | | | | | | 4,536,924 | | | | | | 1.30 | | | | | | 10,760,224 | | | | | | 10,760,224 | | |
Series B
|
| | | | 18,393,332 | | | | | | 18,393,332 | | | | | | 1.83 | | | | | | 31,416,488 | | | | | | 31,416,488 | | | | | | 18,393,332 | | | | | | 18,393,332 | | | | | | 1.30 | | | | | | 31,416,488 | | | | | | 31,416,488 | | |
Series C
|
| | | | 12,204,208 | | | | | | 4,125,666 | | | | | | 1.87 | | | | | | 10,534,889 | | | | | | 10,534,889 | | | | | | 12,204,208 | | | | | | 4,125,666 | | | | | | 1.32 | | | | | | 10,534,889 | | | | | | 10,534,889 | | |
Series D
|
| | | | 21,786,721 | | | | | | 19,016,963 | | | | | | 1.86 | | | | | | 34,894,262 | | | | | | 34,894,262 | | | | | | 21,786,721 | | | | | | 19,016,963 | | | | | | 1.32 | | | | | | 34,894,262 | | | | | | 34,894,262 | | |
Series E
|
| | | | 32,999,472 | | | | | | 29,999,520 | | | | | | 14.06 | | | | | | 55,260,089 | | | | | | 55,260,089 | | | | | | 32,999,472 | | | | | | 29,999,520 | | | | | | 10.61 | | | | | | 55,260,089 | | | | | | 55,260,089 | | |
Series E1
|
| | | | 32,000,000 | | | | | | 5,020,879 | | | | | | 19.68 | | | | | | 15,277,410 | | | | | | 15,277,410 | | | | | | 32,000,000 | | | | | | 5,020,879 | | | | | | 14.85 | | | | | | 15,277,410 | | | | | | 15,277,410 | | |
Total preferred stock
|
| | | | 140,136,788 | | | | | | 99,309,415 | | | | | | | | | | | | 168,974,437 | | | | | | 168,974,437 | | | | | | 140,136,788 | | | | | | 99,309,415 | | | | | | | | | | | | 168,974,437 | | | | | | 168,974,437 | | |
(In USD)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Income from rentals | | | | | | | | | | | | | |
Self-drive rentals
|
| | |
$
|
—
|
| | | |
$
|
146,513
|
| |
Revenues from services | | | | | | | | | | | | | |
Facilitation revenue (net)
|
| | | | 2,614,618 | | | | | | 1,316,679 | | |
Other revenues
|
| | | | — | | | | | | 21,307 | | |
Total
|
| | | | 2,614,618 | | | | | | 1,484,499 | | |
Revenue by geographical location
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
India
|
| | |
$
|
2,573,882
|
| | | |
$
|
1,429,792
|
| |
Egypt
|
| | | | 21,870 | | | | | | 35,439 | | |
Indonesia
|
| | | | 662 | | | | | | 18 | | |
Vietnam
|
| | | | 18,204 | | | | | | 19,250 | | |
| | | | | 2,614,618 | | | | | | 1,484,499 | | |
(In USD)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Finance costs -other than related parties | | | | | | | | | | | | | |
Interest on vehicle loans
|
| | |
$
|
99,768
|
| | | |
$
|
199,527
|
| |
Interest on finance leases
|
| | | | 161,119 | | | | | | 228,926 | | |
Interest on subcontractor liability
|
| | | | 23,778 | | | | | | 25,312 | | |
Change in fair value of convertible promissory note
|
| | | | 420,022 | | | | | | — | | |
Change in fair value of senior subordinated convertible promissory notes
|
| | | | 10,519,247 | | | | | | — | | |
Change in fair value of derivative financial instrument
|
| | | | 9,222,809 | | | | | | — | | |
Note issue expenses
|
| | | | 1,038,622 | | | | | | — | | |
Bank charges
|
| | | | 17,823 | | | | | | 22,743 | | |
Other borrowings cost
|
| | | | 17,370 | | | | | | 6,402 | | |
Total
|
| | | | 21,520,558 | | | | | | 482,910 | | |
Finance costs -to related parties | | | | | | | | | | | | | |
Interest on vehicle loans
|
| | |
$
|
12,861
|
| | | |
$
|
85,212
|
| |
Total
|
| | | | 12,861 | | | | | | 85,212 | | |
(In USD)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Other (income) /expense, net – other than related parties | | | | | | | | | | | | | |
Interest income
|
| | |
$
|
(7,536)
|
| | | |
$
|
(3,782)
|
| |
Change in fair value of preferred stock warrant
|
| | | | (245,143) | | | | | | — | | |
Loss on sale of assets
|
| | | | 66,540 | | | | | | — | | |
Loss/ (gain) on sale of assets held for sale
|
| | | | 5,018 | | | | | | (794,581) | | |
Net (gains)/ losses on foreign currency remeasurements
|
| | | | 11,211 | | | | | | (163,289) | | |
Payable to customers written back
|
| | | | (52,090) | | | | | | (3,127) | | |
Other, net
|
| | | | (29,219) | | | | | | (773) | | |
Total
|
| | | | (251,219) | | | | | | (965,552) | | |
Other (income) – from related parties | | | | | | | | | | | | | |
Interest income
|
| | |
$
|
(4,050)
|
| | | |
$
|
(3,712)
|
| |
Total
|
| | | | (4,050) | | | | | | (3,712) | | |
(In USD)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Domestic
|
| | |
$
|
(21,478,107)
|
| | | |
$
|
(313,314)
|
| |
Foreign
|
| | | | (7,303,029) | | | | | | (14,281,563) | | |
Loss before income taxes
|
| | |
$
|
(28,781,136)
|
| | | |
$
|
(14,594,877)
|
| |
(In USD, except loss per share)
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Net loss available for common shareholders (A)
|
| | |
$
|
(28,781,134)
|
| | | |
$
|
(14,594,877)
|
| |
Weighted average outstanding shares of common stock (B)
|
| | | | 16,987,064 | | | | | | 16,991,740 | | |
Common stock and common stock equivalents (C)
|
| | | | 16,987,064 | | | | | | 16,991,740 | | |
Loss per share | | | | | | | | | | | | | |
Basic (A/B)
|
| | | $ | (1.69) | | | | | $ | (0.86) | | |
Diluted (A/C)
|
| | | $ | (1.69) | | | | | $ | (0.86) | | |
As at
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Convertible preferred stock
|
| | | | 112,660,326 | | | | | | 112,660,326 | | |
Preferred stock warrants
|
| | | | 36,501,508 | | | | | | 36,501,508 | | |
Senior subordinated convertible promissory note
|
| | | | 56,646,202 | | | | | | — | | |
Derivative financial instruments
|
| | | | 10,096,760 | | | | | | — | | |
Total
|
| | | | 215,904,796 | | | | | | 149,161,834 | | |
Pension and other employee obligations
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Current | | | | | | | | | | | | | |
Gratuity
|
| | |
$
|
78,178
|
| | | |
$
|
80,977
|
| |
Compensated absences
|
| | | | 97,118 | | | | | | 71,948 | | |
| | | | | 175,296 | | | | | | 152,925 | | |
Non current | | | | | | | | | | | | | |
Gratuity
|
| | | | 295,264 | | | | | | 251,309 | | |
Compensated absences
|
| | | | 318,274 | | | | | | 198,102 | | |
| | | | | 613,538 | | | | | | 449,411 | | |
For three months
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Changes in projected benefit obligation (PBO) | | | | | | | | | | | | | |
PBO at the beginning of the year
|
| | |
$
|
286,714
|
| | | |
$
|
341,727
|
| |
Service cost
|
| | | | 29,083 | | | | | | 29,714 | | |
Interest cost
|
| | | | 5,069 | | | | | | 5,226 | | |
Actuarial loss/ (gain)
|
| | | | 74,078 | | | | | | 11,522 | | |
Benefits paid
|
| | | | (21,770) | | | | | | (42,273) | | |
Effect of exchange rate changes
|
| | | | 268 | | | | | | (13,630) | | |
PBO at the end of the period
|
| | |
|
373,442
|
| | | |
|
332,286
|
| |
Accrued pension liability | | | | | | | | | | | | | |
Current liability
|
| | |
$
|
78,178
|
| | | |
$
|
80,977
|
| |
Non-current liability
|
| | | | 295,264 | | | | | | 251,309 | | |
| | | | | 373,442 | | | | | | 332,286 | | |
Accumulated benefit obligation
|
| | |
|
259,947
|
| | | |
|
220,295
|
| |
Net gratuity cost recognized in income statement
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Service cost
|
| | |
$
|
29,083
|
| | | |
$
|
29,714
|
| |
Interest cost
|
| | | | 5,069 | | | | | | 5,226 | | |
Amortization of net actuarial (gains)/loss
|
| | | | (5,322) | | | | | | (4,758) | | |
Net periodic benefit cost
|
| | | | 28,830 | | | | | | 30,182 | | |
Re-measurement (gains) / losses in other comprehensive income
Three months ended |
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Actuarial gain
|
| | |
$
|
74,078
|
| | | |
$
|
11,522
|
| |
Amortization loss
|
| | | | (5,322) | | | | | | (4,758) | | |
Total | | | | | 79,400 | | | | | | 16,280 | | |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Actuarial gain due to demographic assumption changes in defined benefit obligation
|
| | |
$
|
9,239
|
| | | |
$
|
4,605
|
| |
Actuarial (gain)/ loss due to financial assumption changes in defined benefit obligation
|
| | | | 391 | | | | | | (17,049) | | |
Actuarial gain due to experience on defined benefit obligation
|
| | | | 64,448 | | | | | | 23,966 | | |
Total | | | | | 74,078 | | | | | | 11,522 | | |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Discount rate – staff
|
| | | | 7.26% | | | | | | 7.69% | | |
Discount rate – independent service provider*
|
| | | | 7.13% | | | | | | 6.90% | | |
Attrition rate – staff
|
| | | | 33.57% | | | | | | 29.56% | | |
Attrition rate – independent service provider*
|
| | | | 75.09% | | | | | | 87.82% | | |
Rate of increase in compensation levels – staff
|
| | | | 12.62% | | | | | | 12.53% | | |
Rate of increase in compensation levels – independent service provider*
|
| | | | 11.43% | | | | | | 14.01% | | |
Year ending March 31,
|
| | | | | | |
2024 (July 1, 2023 till March 31, 2024)
|
| | | $ | 58,633 | | |
2025
|
| | | | 53,827 | | |
2026
|
| | | | 32,700 | | |
2027
|
| | | | 24,492 | | |
2028
|
| | | | 16,214 | | |
Thereafter
|
| | | | 187,576 | | |
Total | | | | | 373,442 | | |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Service cost
|
| | |
$
|
142,016
|
| | | |
$
|
72,211
|
| |
Interest cost
|
| | | | 5,223 | | | | | | 3,558 | | |
Recognized net actuarial (gains)/loss
|
| | | | 5,300 | | | | | | (6,497) | | |
Net periodic benefit cost
|
| | |
|
152,539
|
| | | |
|
69,272
|
| |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Discount rate
|
| | | | 7.26 – 7.31% | | | | | | 7.69% | | |
Attrition rate
|
| | | | 18.00 – 38.70% | | | | | | 29.56% | | |
Rate of compensation increase
|
| | | | 6.56 – 12.62% | | | | | | 12.53% | | |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Cost of revenue
|
| | |
$
|
67,509
|
| | | |
$
|
264,031
|
| |
Technology and development
|
| | | | 41,824 | | | | | | 150,776 | | |
Marketing expenses
|
| | | | 6,824 | | | | | | 36,867 | | |
General and administrative expenses
|
| | | | 328,055 | | | | | | 1,193,841 | | |
Total stock-based compensation expense
|
| | | | 444,212 | | | | | | 1,645,515 | | |
Three months ended
|
| |
June 30, 2022
|
|
Dividend yield
|
| |
0.00%
|
|
Expected volatility
|
| |
50.00 – 60.00%
|
|
Risk-free interest rate
|
| |
2.39 – 3.18%
|
|
Exercise price
|
| |
$2.20
|
|
Expected life (in years)
|
| |
5.5 – 7
|
|
Attrition rate
|
| |
30.00%
|
|
| | |
Three months ended June 30,
|
| |||||||||||||||||||||
| | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | |
No. of options
|
| |
Weighted
average exercise price |
| |
No. of options
|
| |
Weighted average
exercise price |
| ||||||||||||
Outstanding at the beginning of the year
|
| | | | 16,258,113 | | | | | $ | 1.82 | | | | | | 16,081,481 | | | | | $ | 1.78 | | |
Granted during the year
|
| | | | — | | | | | | — | | | | | | 1,802,500 | | | | | | 2.20 | | |
Forfeited during the year
|
| | | | (260,496) | | | | | | 2.05 | | | | | | (88,554) | | | | | | 1.87 | | |
Outstanding at the end of the year
|
| | | | 15,997,617 | | | | | | 1.82 | | | | | | 17,795,427 | | | | | | 1.82 | | |
Exercisable at the end of the year
|
| | | | 10,078,541 | | | | | | 1.60 | | | | | | 6,826,954 | | | | | | 1.23 | | |
Unvested at the end of the year
|
| | | | 5,919,077 | | | | | | 2.20 | | | | | | 10,968,482 | | | | | | 2.18 | | |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Vested options
|
| | | | 6.60 | | | | | | 6.55 | | |
Unvested options
|
| | | | 8.24 | | | | | | 9.24 | | |
| Gregory Bradford Moran | | |
Chief Executive Officer & Director
|
|
| Mahindra & Mahindra Limited | | | Investor in Indian subsidiary | |
Three months ended
|
| |
June 30, 2023
|
| |
June 30, 2022
|
| ||||||
Interest expense | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | $ | 12,861 | | | | | $ | 85,212 | | |
Interest income | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 4,050 | | | | | | 3,712 | | |
Debt – principal repayment | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 32,534 | | | | | | 2,088,834 | | |
Sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | — | | | | | | 2,497,132 | | |
Proceeds from sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | — | | | | | | 126,480 | | |
Credit notes against sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | 3,165 | | | | | | — | | |
As at
|
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Debt (non-current and current maturities) | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | $ | 1,022,980 | | | | | $ | 1,054,887 | | |
Fixed deposits (including interest accrued) | | | | | | | | | | | | | |
Mahindra & Mahindra Financial Services Limited
|
| | | | 264,240 | | | | | | 262,117 | | |
Advance received for sale of property and equipment | | | | | | | | | | | | | |
Mahindra First Choice Wheels Ltd
|
| | | | 18,245 | | | | | | 15,067 | | |
Advance to director (net) | | | | | | | | | | | | | |
Gregory Bradford Moran
|
| | | | 38,094 | | | | | | 19,682 | | |
| | |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Assets | | | | | | | | | | | | | |
Cash and Cash equivalents
|
| | | $ | 60,556 | | | | | $ | 50,498 | | |
Accounts receivable
|
| | | | 45,589 | | | | | | 100,691 | | |
Other current assets
|
| | | | 11,469 | | | | | | 14,279 | | |
Prepaid expenses
|
| | | | 1,935 | | | | | | 4,148 | | |
Property and equipment, net
|
| | | | 76,577 | | | | | | 147,579 | | |
Intangible assets, net
|
| | | | 4,316 | | | | | | 11,900 | | |
Long term Investments
|
| | | | 4,326 | | | | | | 4,347 | | |
Receivable from government authorities -non current
|
| | | | 62,268 | | | | | | 51,838 | | |
Liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 452,603 | | | | | $ | 417,884 | | |
Contract Liabilities
|
| | | | 10,758 | | | | | | 11,912 | | |
Current portion of pension and other employee obligations
|
| | | | 1,786 | | | | | | — | | |
Other current liabilities
|
| | | | 265,196 | | | | | | 370,831 | | |
Pension and other employee obligations, less current portion
|
| | | | 3,559 | | | | | | — | | |
Name of the VIE entity
|
| |
Place of
incorporation |
| |
Nature of
investment |
| |
Investor entity
|
|
Zoomcar Egypt Car Rental LLC | | | Egypt | | | Debt | | |
Zoomcar Netherlands Holding B.V
|
|
Zoomcar Egypt Car Rental LLC | | | Egypt | | | Debt | | | Zoomcar Inc. | |
Fleet Mobility Philippines Corporation* | | | Philippines | | | Debt | | | Zoomcar Inc. | |
PT Zoomcar Indonesia Mobility Service** | | | Indonesia | | | Equity | | | Fleet Holding Pte Ltd | |
PT Zoomcar Indonesia Mobility Service** | | | Indonesia | | | Debt | | | Zoomcar Inc. | |
Zoomcar Vietnam Mobility LLC | | | Vietnam | | | Debt | | | Fleet Holding Pte Ltd | |
Zoomcar Vietnam Mobility LLC | | | Vietnam | | | Debt | | | Zoomcar Inc. | |
Zoomcar Vietnam Mobility LLC | | | Vietnam | | | Equity | | | Fleet Holding Pte Ltd | |
As at
|
| |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||
Financial assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
4,240,808
|
| | | |
$
|
3,853,281
|
| |
Accounts receivable
|
| | | | 229,325 | | | | | | 255,175 | | |
Receivable from government authorities
|
| | | | 4,252,207 | | | | | | 4,211,143 | | |
Long term investments
|
| | | | 349,517 | | | | | | 254,032 | | |
Other financial assets
|
| | | | 884,302 | | | | | | 887,440 | | |
Total assets
|
| | | | 9,956,159 | | | | | | 9,461,071 | | |
Financial liabilities | | | | | | | | | | | | | |
Accounts payable
|
| | |
$
|
6,546,498
|
| | | |
$
|
6,547,978
|
| |
Debt
|
| | | | 5,150,859 | | | | | | 5,509,948 | | |
Other financial liabilities
|
| | | | 1,070,053 | | | | | | 1,349,393 | | |
Total liabilities
|
| | | | 12,767,410 | | | | | | 13,407,319 | | |
| | |
June 30, 2023
|
| |||||||||||||||||||||
| | |
Total Carrying
value |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets held for sale
|
| | | $ | 864,888 | | | | | $ | — | | | | | $ | 864,888 | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock warrant liability
|
| | | $ | 945,548 | | | | | $ | — | | | | | $ | — | | | | | $ | 945,548 | | |
Convertible promissory note
|
| | | | 11,364,749 | | | | | | — | | | | | | — | | | | | | 11,364,749 | | |
Senior subordinated convertible promissory note
|
| | | | 36,596,708 | | | | | | — | | | | | | — | | | | | | 36,596,708 | | |
Derivative financial instrument
|
| | | | 23,596,665 | | | | | | — | | | | | | — | | | | | | 23,596,665 | | |
| | |
March 31, 2023
|
| |||||||||||||||||||||
| | |
Total Carrying
value |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets held for sale
|
| | | $ | 923,176 | | | | | $ | — | | | | | $ | 923176 | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock warrant liability
|
| | | $ | 1,190,691 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,190,691 | | |
Convertible promissory note
|
| | | | 10,944,727 | | | | | | — | | | | | | — | | | | | | 10,944,727 | | |
Senior subordinated convertible promissory note
|
| | | | 17,422,132 | | | | | | — | | | | | | — | | | | | | 17,422,132 | | |
Derivative financial instrument
|
| | | | 14,373,856 | | | | | | — | | | | | | — | | | | | | 14,373,856 | | |
| | |
June 30, 2023
|
| |
June 30, 2022
|
|
Remaining term (years)
|
| |
5.17
|
| |
5.67
|
|
Volatility(1) | | |
56%
|
| |
49%
|
|
Risk-free rate(2)
|
| |
4.10%
|
| |
3.00%
|
|
Estimated exercise price
|
| |
$0.18 – 5.1
|
| |
$2.50
|
|
Calculated fair value per share
|
| |
$10.90
|
| |
$1.80
|
|
| | |
Convertible
promissory note |
| |
Senior
subordinated convertible promissory note |
| ||||||
Remaining term (years)
|
| | | | 0.29 | | | | | | 0.17 | | |
Volatility(1) | | | | | 35% | | | | | | 35% | | |
Risk-free rate(2)
|
| | | | 5.20% | | | | | | 5.20% | | |
Estimated conversion price
|
| | | $ | 10 | | | | | $ | 5.1 | | |
Calculated fair value per share
|
| | | $ | 10.9 | | | | | $ | 10.9 | | |
| | |
Preferred stock
warrant liability |
| |
Convertible
promissory note |
| |
Senior
subordinated convertible promissory note |
| |
Derivative
financial instrument |
| ||||||||||||
Balance as of April 01, 2022
|
| | | $ | 1,610,938 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Change in fair value of convertible preferred stock warrant
|
| | | | — | | | | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2022
|
| | | | 1,610,938 | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of April 01, 2023
|
| | | | 1,190,691 | | | | | | 10,944,727 | | | | | | 17,422,131 | | | | | | 14,373,856 | | |
Issue of senior subordinated convertible promissory note and warrants
|
| | | | — | | | | | | — | | | | | | 8,655,330 | | | | | | — | | |
Change in fair value of convertible preferred stock warrant
|
| | | | (245,143) | | | | | | — | | | | | | — | | | | | | — | | |
Change in fair value of convertible promissory
note |
| | | | — | | | | | | 420,022 | | | | | | — | | | | | | — | | |
Change in fair value of SSCPN
|
| | | | — | | | | | | — | | | | | | 10,519,247 | | | | | | — | | |
Change in fair value of derivative financial instrument
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,222,809 | | |
Balance as of June 30, 2023
|
| | | | 945,548 | | | | | | 11,364,749 | | | | | | 36,596,708 | | | | | | 23,596,665 | | |
| | |
June 30, 2023
|
| |
March 31, 2023
|
| ||||||||||||
As at
|
| |
Balance Sheet
Location |
| |
Fair Value
|
| |
Balance Sheet
Location |
| |
Fair Value
|
| ||||||
Derivatives not designated as hedging instruments under ASC 815-20
|
| | | | | | | | | | | | | | | | | | |
Warrants issued against SSCPN
|
| |
Derivative financial
instrument |
| | | $ | 19,663,887 | | | |
Derivative financial
instrument |
| | | $ | 11,978,213 | | |
Warrants issued to Placement agent
|
| | | | | | | 3,932,778 | | | | | | | | | 2,395,643 | | |
Total | | | | | | | $ | 23,596,665 | | | | | | | | $ | 14,373,856 | | |
| | |
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Exhibit
|
| |
Description
|
|
Exhibit A | | | Form of Stockholder Support Agreement | |
Exhibit B | | | Form of Lock-Up Agreement | |
Exhibit C | | | Form of Sponsor Support Agreement | |
Exhibit D | | | Form of Ananda Trust Subscription Agreement | |
|
If to the Purchaser or Merger Sub at or prior to the Closing, to:
Innovative International Acquisition Corp. 24681 La Plaza Ste 300 Dana Point, CA 92629 Attn: Mohan Ananda Telephone No.: (805) 907-0597 Email: mohan@innovativeacquisitioncorp.com |
| |
with a copy (which will not constitute notice) to:
McDermott Will & Emery LLP One Vanderbilt Avenue New York, New York 10017 Attn: Ari Edelman, Esq. Attn: Sunyi Snow, Esq. Telephone No.: (212) 547-5372 Email: aedelman@mwe.com Email: ssnow@mwe.com |
|
|
If to the Company, to:
Zoomcar, Inc. 40 Archer Drive Bronxville, NY 10708 Attn: Gregory Moran Telephone No.: 917-693-2861 Email: Greg@zoomcar.com |
| |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser, Esq. Attn: Meredith Laitner, Esq. Telephone No.: (212) 370-1300 Email: sneuhauser@egsllp.com Email: mlaitner@egsllp.com |
|
|
If to the Seller Representative to:
Zoomcar, Inc. 40 Archer Drive Bronxville, NY 10708 Attn: Gregory Moran Telephone No.: 917-693-2861 Email: Greg@zoomcar.com |
| |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser, Esq. Attn: Meredith Laitner, Esq. Telephone No.: (212) 370-1300 Email: sneuhauser@egsllp.com Email: mlaitner@egsllp.com |
|
|
If to the Purchaser after the Closing, to:
Zoomcar Holdings, Inc. 40 Archer Drive Bronxville, NY 10708 Attn: Gregory Moran Telephone No.: 917-693-2861 Email: Greg@zoomcar.com |
| |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser, Esq. Attn: Meredith Laitner, Esq. Telephone No.: (212) 370-1300 Email: sneuhauser@egsllp.com Email: mlaitner@egsllp.com |
|
Term
|
| |
Section
|
|
Acquisition Proposal | | | 5.7(a) | |
Ananda Trust Financing | | | Recitals | |
Agreement | | | Preamble | |
Alternative Transaction | | | 5.7(a) | |
Amended Organizational Documents | | | 1.8 | |
Ananda Trust | | | Recitals | |
Ananda Trust Investment | | | Recitals | |
Ananda Trust Note | | | Recitals | |
Antitrust Laws | | | 5.10(b) | |
Assumed Option | | | 1.10(d) | |
Assumed Warrant | | | 1.10(e)(ii) | |
Balance Sheet Date | | | 4.7(a) | |
Business Combination | | | 8.1 | |
Cayman Islands Companies Law | | | Recitals | |
Certificate of Merger | | | 1.2 | |
CFO | | | 1.16(c) | |
Change of Control | | | 1.16(j) | |
Closing | | | 2.1 | |
Closing Date | | | 2.1 | |
Closing Filing | | | 5.16(b) | |
Closing Press Release | | | 5.16(b) | |
Closing Statement | | | 1.12(viii) | |
Term
|
| |
Section
|
|
COC Earnout Statement | | | 1.16(g) | |
Company | | | Preamble | |
Company Benefit Plan | | | 4.19(b) | |
Company Certificates | | | 1.11(a) | |
Company Directors | | | 5.19 | |
Company Disclosure Schedules | | | Article IV | |
Company Financials | | | 4.7(a) | |
Company IP | | | 4.13(a) | |
Company IP Licenses | | | 4.13(a) | |
Company Material Contracts | | | 4.12(a) | |
Company Permits | | | 4.10 | |
Company Preferred Stock Exchange | | | 1.7 | |
Company Registered IP | | | 4.13(a) | |
Company Special Meeting | | | 5.15 | |
Consideration Spreadsheet | | | 1.12(a) | |
Conversion Ratio | | | 1.9 | |
Dissenting Shares | | | 1.15 | |
Dissenting Stockholders | | | 1.15 | |
Domestication | | | 1.8 | |
D&O Indemnified Persons | | | 5.20 | |
D&O Tail Insurance | | | 5.20(b) | |
DCGL | | | Recitals | |
Earnout Escrow Account | | | 1.16(a) | |
Earnout Escrow Agreement | | | 1.16(a) | |
Earnout Escrow Agent | | | 1.16(a) | |
Earnout Escrow Property | | | 1.16(a) | |
Earnout Period | | | 1.16(a) | |
Earnout Statement | | | 1.16(c) | |
Effective Time | | | 1.2 | |
Enforceability Exceptions | | | 3.2 | |
Exchange Agent | | | 1.11(a) | |
Exchange Fund | | | 1.11(a) | |
Expenses | | | 7.3 | |
Extension | | | 5.4(a) | |
Extension Expenses | | | 5.4(a)(iv) | |
Federal Securities Laws | | | 5.16(b) | |
Financing Agreements | | | 5.22 | |
Financing Transactions | | | 5.22 | |
HSR Act | | | 5.10(b) | |
Implied Price Per Share | | | 1.16(f) | |
Inbound IP License | | | 4.13(c) | |
Incentive Plan | | | 5.14 | |
Interim Period | | | 5.1(a) | |
Key Employee Employment Agreement | | | 5.23 | |
Letter of Transmittal | | | 1.11(a) | |
Lock-Up Agreement | | | Recitals | |
Merger | | | Recitals | |
Term
|
| |
Section
|
|
Merger Consideration | | | 1.9 | |
Merger Sub | | | Preamble | |
OFAC | | | 3.19(c) | |
Original RRA | | | 5.23(a) | |
Outbound IP License | | | 4.13(c) | |
Outside Date | | | 7.1(b) | |
Party(ies) | | | Preamble | |
Post-Closing Purchaser Board | | | 5.19(a) | |
Prescribed Extension | | | 5.23(c) | |
Prescribed Extension Period | | | 5.23(c) | |
Proxy Statement | | | 5.14 | |
Public Certifications | | | 3.6(a) | |
Public Shareholders | | | 8.1 | |
Purchaser | | | Preamble | |
Purchaser Directors | | | 5.19(a) | |
Purchaser Disclosure Schedules | | |
Article III
|
|
Purchaser Financials | | | 3.6(b) | |
Purchaser Material Contract | | | 3.13(a) | |
Purchaser Shareholder Approval Matters | | | 5.14 | |
Purchaser Special Meeting | | | 5.14 | |
Redemption | | | 5.14 | |
Registration Statement | | | 5.14 | |
Related Person | | | 4.21 | |
Released Claims | | | 8.1 | |
Required Company Stockholder Approval | | | 6.1(b) | |
Required Purchaser Shareholder Approval | | | 6.1(a) | |
SEC Reports | | | 3.6(a) | |
Seller Representative | | | Preamble | |
Seller Representative Documents | | | 9.14(a) | |
Share Price Targets | | | 1.16(b)(ii) | |
Signing Filing | | | 5.16 | |
Signing Press Release | | | 5.16(b) | |
Special Committee | | | Recitals | |
Specified Courts | | | 9.5 | |
Sponsor | | | Recitals | |
Stockholder Merger Consideration | | | 1.9 | |
Stockholder Support Agreements | | | Recitals | |
Surviving Corporation | | | 1.1 | |
Tier I Share Price Target | | | 1.16(b)(i) | |
Tier II Share Price Target | | | 1.16(b)(ii) | |
Top Supplier | | | 4.23 | |
Transmittal Documents | | | 1.11(b) | |
Zoomcar India Escrow Account | | | 1.17 | |
Zoomcar India Escrow Agent | | | 1.17 | |
Zoomcar India Escrow Agreement | | | 1.17 | |
Zoomcar India Escrow Shares | | | 1.17 | |
| | | | | | |
Signature of Stockholder
|
|
| | | | | | |
Print Name of Stockholder
|
|
| | | | | | | Its: | |
| | | | Address: | | |
|
|
| | | |
|
| |||
| | | |
|
|
| By: | | |
|
| | | |
| Name: | | |
|
| | | |
| Its: | | |
|
| | | |
|
By:
/s/ Mohan Ananda
|
| | | |
|
Name:
Mohan Ananda
|
| | | |
|
Title:
Authorized Officer of the Trustee, LVN Enterprises, Inc.
|
| | | |
| Name in which securities are to be registered (if different): | | | ||
| Email Address: | | | ||
|
Subscriber’s EIN (as applicable):
|
| | ||
|
|
| | ||
|
|
| | ||
|
|
| | ||
| Aggregate Number of Acquired Shares subscribed for: 1,000,000 | | |||
| Aggregate Purchase Price: USD $10,000,000.00 | | |||
| EIN Number (as applicable): | | |
|
“Affiliate”
|
| | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
|
“Applicable Law”
|
| | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
|
“Articles”
|
| | means these amended and restated articles of association of the Company. | |
|
“Audit Committee”
|
| | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
|
“Auditor”
|
| | means the person for the time being performing the duties of auditor of the Company (if any). | |
|
“Business Combination”
|
| | means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Global Market must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business | |
| | | | Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. | |
|
“business day”
|
| | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
|
“Clearing House”
|
| | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
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“Class A Share”
|
| | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
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“Class B Share”
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| | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
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“Company”
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| | means the above named company. | |
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“Company’s Website”
|
| | means the website of the Company and/or its web-address or domain name (if any). | |
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“Compensation Committee”
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| | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
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“Designated Stock Exchange”
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| | means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Global Market. | |
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“Directors”
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| | means the directors for the time being of the Company. | |
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“Dividend”
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| | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
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“Electronic Communication”
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| | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
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“Electronic Record”
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| | has the same meaning as in the Electronic Transactions Act. | |
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“Electronic Transactions Act”
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| | means the Electronic Transactions Act (As Revised) of the Cayman Islands. | |
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“Equity-linked Securities”
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| | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
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“Exchange Act”
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| | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
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“Founders”
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| | means all Members immediately prior to the consummation of the IPO. | |
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“Independent Director”
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| | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
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“IPO”
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| | means the Company’s initial public offering of securities. | |
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“Member”
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| | has the same meaning as in the Statute. | |
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“Memorandum”
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| | means the amended and restated memorandum of association of the Company. | |
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“Nominating and Corporate Governance Committee”
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| | means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
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“Officer”
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| | means a person appointed to hold an office in the Company. | |
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“Ordinary Resolution”
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| | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
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“Over-Allotment Option”
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| | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
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“Preference Share”
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| | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
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“Public Share”
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| | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
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“Redemption Notice”
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| | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
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“Register of Members”
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| | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
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“Registered Office”
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| | means the registered office for the time being of the Company. | |
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“Representative”
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| | means a representative of the Underwriters. | |
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“Seal”
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| | means the common seal of the Company and includes every duplicate seal. | |
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“Securities and Exchange Commission”
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| |
means the United States Securities and Exchange Commission.
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“Share”
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| | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
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“Special Resolution”
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| | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
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“Sponsor”
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| | means Innovative International Sponsor 1 LLC, a Delaware limited liability company, and its successors or assigns. | |
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“Statute”
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| | means the Companies Act (As Revised) of the Cayman Islands. | |
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“Tax Filing Authorised Person”
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| | means such person as any Director shall designate from time to time, acting severally. | |
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“Treasury Share”
|
| | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
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“Trust Account”
|
| | means the trust account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
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“Underwriter”
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| | means an underwriter of the IPO from time to time and any successor underwriter. | |
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/s/ Anganette McLaughlin
Anganette McLaughlin
Corporate Administrator for and on behalf of Maples Corporate Services Limited Dated this 3rd day of February 2023 |
| | | |
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/s/ Maggie Ebanks
Maggie Ebanks
Corporate Administrator for and on behalf of Maples Corporate Services Limited Dated this 26th day of July 2023 |
| | | |
| If to Purchaser: | | | With a copy (which will not constitute notice) to: | |
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Innovative International Acquisition Corp.
24681 La Plaza Ste 300 Dana Point, CA 92629 Attn: Mohan Ananda Telephone No.: (805) 907-0597 Email: mohan@innovativeacquisitioncorp.com |
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McDermott Will & Emery LLP
One Vanderbilt Avenue New York, New York 10017 Attn: Ari Edelman, Esq. Attn: Sunyi Snow, Esq. Telephone No.: (212) 547-5372 Email: aedelman@mwe.com Email: ssnow@mwe.com |
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| If to Company, to: | | | With a copy (which shall not constitute notice) to: | |
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Zoomcar, Inc.
40 Archer Drive Bronxville, NY 10708 Attn: Gregory Moran Telephone No.: 917-693-2861 Email: Greg@zoomcar.com |
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Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Stuart Neuhauser, Esq. Attn: Meredith Laitner, Esq. Telephone No.: (212) 370-1300 Email: sneuhauser@egsllp.com Email: mlaitner@egsllp.com |
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| If to Sponsor, to: | | | With a copy (which shall not constitute notice) to: | |
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Innovative International Sponsor I LLC
24681 La Plaza Ste 300 Dana Point, CA 92629 Attn: Mohan Ananda Telephone No.: (805) 907-0597 Email: mohan@innovativeacquisitioncorp.com |
| |
McDermott Will & Emery LLP
One Vanderbilt Avenue New York, New York 10017 Attn: Ari Edelman, Esq. Attn: Sunyi Snow, Esq. Telephone No.: (212) 547-5372 Email: aedelman@mwe.com Email: ssnow@mwe.com |
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Investment Banking Valuation & Financial Advisory Special Situations
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October 8, 2022
Special Committee of the Board of Directors Innovative International Acquisition Corp. 24681 La Plaza Suite 300 Dana Point, CA 92629 |
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PRIVATE & CONFIDENTIAL
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Signature
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Title
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Date
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By:
/s/ Mohan Ananda
Mohan Ananda
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Chief Executive Officer and Chairman of the Board
(Principal Executive Officer) |
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September 29, 2023
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By:
/s/ Elaine Price
Elaine Price
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Chief Financial Officer
(Principal Financial Officer and Accounting Officer) |
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September 29, 2023
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By:
/s/ Madan Menon
Madan Menon
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Chief Operating Officer and Director
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September 29, 2023
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By:
/s/ Fernando Garibay
Fernando Garibay
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Director
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September 29, 2023
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By:
/s/ Nisheet Gupta
Nisheet Gupta
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Director
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September 29, 2023
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Exhibit 5.1
September 29, 2023
Innovative International Acquisition Corp.
24681 La Plaza Ste 300
Dana Point, CA 92629
Ladies and Gentlemen:
We have acted as counsel to Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the Registration Statement on Form S-4, as amended (the “Registration Statement”), of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of (i) 109,632,121 shares (the “Shares”) of Zoomcar Holdings, Inc.’s (“New Zoomcar”) common stock, par value $0.0001 per share (the “New Zoomcar Common Stock”) and (ii) 11,500,000 warrants to purchase New Zoomcar common stock (the “Warrants”), in connection with the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022 (the “Merger Agreement”), by and among the Company, Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of IOAC (“Merger Sub”), Zoomcar, Inc., a Delaware corporation (“Zoomcar”), and Greg Moran, in the capacity as the representative of the Zoomcar stockholders (in such capacity, the “Seller Representative”) from and after the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, providing for the merger of Merger Sub with and into Zoomcar, with Zoomcar as the surviving entity and wholly owned subsidiary of New Zoomcar.
The Shares consist of: (i) 2,710,421 shares of New Zoomcar common stock resulting from the automatic conversion of 2,710,421 of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”) that were sold pursuant to the Company’s registration statement on Form S-1 (File No. 333-260089) as part of the units in the Company’s initial public offering (the “IPO”), by operation of law, on a one-for-one basis, into 2,710,421 shares of New Zoomcar common stock upon effectiveness of the Domestication (such resulting shares of New Zoomcar common stock, the “Domestication Public Shares”), (ii) 1,060,000 shares of New Zoomcar common stock resulting from the automatic conversion of the Company’s issued and outstanding Class A ordinary shares held by Innovative International Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Cantor Fitzgerald & Co., by operation of law, on a one-for-one basis, into shares of New Zoomcar common stock upon effectiveness of the Domestication and in accordance with the Merger Agreement (such resulting shares of New Zoomcar common stock, the “Domestication Private Shares”), (iii) 8,050,000 shares of New Zoomcar common stock resulting from the automatic conversion of Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), issued to the Sponsor on the date of the IPO, by operation of law, on a one-for-one basis, into shares of New Zoomcar common stock upon effectiveness of the Domestication (such resulting shares of New Zoomcar common stock, the “Domestication Founder Shares” and together with the “Domestication Public Shares” and “Domestication Private Shares”, the “Domestication Shares”); (iv) 47,272,871 shares of New Zoomcar common stock issuable as merger consideration pursuant to the Merger Agreement (such shares referred to in clause (iv), the “Merger Consideration Shares”); (v) 11,500,000 shares of New Zoomcar common stock issuable upon exercise of warrants to acquire Class A ordinary shares, which, as a result of the Domestication, will become warrants to acquire the same number of shares of New Zoomcar common stock; (vi) 585,057 shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar exercisable into shares of Zoomcar’s Series E-1 preferred stock prior to the Business Combination; (vii) 2,496,918 shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar exercisable into shares of Zoomcar’s Series E preferred stock prior to the Business Combination; and (viii) 35,956,854 shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar exercisable into shares of Zoomcar’s common stock prior to the Business Combination (such shares referred to in clauses (v) through (viii) above, the “Warrant Shares”).
September 29, 2023
Page 2
In connection with and prior to the consummation of the business combination contemplated by the Merger Agreement (the “Business Combination”), the Company will change its jurisdiction of incorporation (the “Domestication”) by effecting a deregistration under the Cayman Islands Companies Law (2021 Revision) and a domestication under Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) by filing a certificate of corporate domestication (the “Certificate of Domestication”) simultaneously with a certificate of incorporation (the “Certificate of Incorporation”), in each case in respect of the Company with the Secretary of State of the State of Delaware (the “DE Secretary of State”). The Domestication is expected to be effectuated prior to the Closing and is subject to the approval of the shareholders of the Company. We herein refer to the Company following effectiveness of the Domestication as New Zoomcar.
Upon effectiveness of the Domestication and in accordance with the Merger Agreement, the Company’s currently issued and outstanding ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of New Zoomcar common stock. Similarly, all of the Company’s outstanding warrants will become warrants to acquire the corresponding shares of New Zoomcar common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Domestication. The Business Combination is subject to satisfaction or waiver of a number of conditions, including, among others, approval and adoption of the Merger Agreement by the Company’s shareholders as well as completion of the Domestication.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the Merger Agreement;
3. the Letter Agreement, dated as of October 26, 2021, by and among the Company, and each of the initial shareholders, directors and officers of the Company;
September 29, 2023
Page 3
4. the Stockholder Support Agreements, each dated October 13, 2022, by and among the Company and certain stockholders of Zoomcar;
5. The Sponsor Support Agreement, dated October 13, 2022, by and among the Company, the Sponsor and Zoomcar;
6. the form of Certificate of Incorporation of New Zoomcar to be adopted by the Company upon Domestication;
7. the form of bylaws of New Zoomcar to be adopted by the Company upon Domestication (the “Bylaws”); and
8. the Warrant Agreement, dated as of October 26, 2021, between the Company and American Stock Transfer & Trust Company (the “Warrant Agreement”).
In addition, we have examined originals or copies of such corporate records of the Company that we have considered appropriate; resolutions of the board of directors of the Company relating to, among other things, the Registration Statement, the Business Combination and the Domestication, certified by the Company; and such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have further assumed that, before the issuance of the Shares, the conditions to consummating the transactions contemplated by the Merger Agreement, including with respect to the filing procedure for effecting a domestication under Section 388 of the DGCL, will have been satisfied or duly waived.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:
1. Prior to effecting the Domestication: (i) the Registration Statement, as finally amended, will have become effective under the Act; (ii) the shareholders of the Company will have approved, among other things, the Merger Agreement and the Domestication; and (iii) all other necessary action will have been taken under applicable law to authorize and permit the Domestication, and any and all consents, approvals and authorizations from governmental and regulatory authorities required to authorize and permit the Domestication will have been obtained;
September 29, 2023
Page 4
2. The current draft of the Certificate of Incorporation, in the form thereof submitted for our review, without alteration or amendment (other than identifying the appropriate date and the authorized capital, which includes at least 109,632,121 shares as authorized New Zoomcar Common Stock), will be duly authorized and executed and thereafter be duly filed with the DE Secretary of State in accordance with Section 103 of the DGCL, that no other certificate or document, other than the Certificate of Domestication as required under Section 388 of the DGCL, has been, or prior to the filing of the Certificate of Incorporation will be, filed by or in respect of the Company with any governmental or regulatory authority and that the Company will pay all fees and other charges required to be paid in connection with the filing of the Certificate of Incorporation; and
3. Each ordinary share outstanding immediately prior to the effectiveness of the Domestication was duly authorized, validly issued, fully paid and non-assessable under the laws of the Cayman Islands and has been entered in the register of members (shareholders).
4. Each warrant of the Company and each warrant of Zoomcar outstanding immediately prior to the effectiveness of the Domestication was duly authorized by the Company and Zoomcar, respectively, and constitutes valid and legally binding obligations of the Company and Zoomcar, respectively.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. Upon the effectiveness of the Domestication, the Domestication Shares will be duly authorized, validly issued, fully paid and non-assessable.
2. The Merger Consideration Shares will have been duly authorized by all necessary corporate action on the part of New Zoomcar and, when issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Merger Agreement, the Merger Consideration Shares will be validly issued, fully paid and non-assessable.
3. The Warrant Shares will have been duly authorized by all necessary corporate action on the part of New Zoomcar and, when issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the applicable warrant agreement, the Warrant Shares will be validly issued, fully paid and non-assessable.
4. Upon effectiveness of the Domestication, each Warrant will be a valid and binding obligation of New Zoomcar, enforceable against New Zoomcar in accordance with its terms, except that (i) the enforceability of the Warrants may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (ii) we express no opinion as to the validity, legally binding effect or enforceability of any provision in the Warrants that requires or relates to adjustments to the conversion rate in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture.
September 29, 2023
Page 4
The opinions expressed above are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act or the Rules.
Very truly yours,
/s/ McDermott Will & Emery LLP
McDermott Will & Emery LLP
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of Innovative International Acquisition Corp. (the “Company”) on Amendment No. 5 to Form S-4 (File No. 333-269627) of our report dated March 31, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of Innovative International Acquisition Corp. as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and the period from March 22, 2021 (inception) through December 31, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum LLP
Marcum LLP
New York, NY
September 29, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated June 23, 2023, with respect to the consolidated financial statements of Zoomcar, Inc. contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON BHARAT LLP
Gurugram, India
September 29, 2023
Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Tables
S-4
(Form Type)
Innovative International Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title (1) |
Fee Calculation or Carry Forward Rule |
Amount Registered (2) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee (3) |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees Previously Paid | Equity | Common stock, par value $0.0001 per share | 457(c), 457(f)(1) | 11,820,421(4) | $10.50 | $124,114,420.5(5) | 0.00011020 | $13,677.41 | ||||
Fees Previously Paid | Equity | Warrants to purchase common stock | 457(f)(1) | 11,500,000(6) | — | —(7) | 0.00011020 | — | ||||
Fees Previously Paid | Equity | Common stock, par value $0.0001 per share, issuable upon exercise of warrants | 457(f)(1) and Other | 11,500,000(8) | $11.54(7) | $132,710,000(7) | 0.00011020 | $14,624.64 | ||||
Fees Previously Paid | Equity | Common stock, par value $0.0001 per share | 457(f)(2) | 47,272,871 (9) | — | $1,575.56 (10) | 0.00011020 | $0.17 | ||||
Fees Previously Paid | Equity | Common stock, par value $0.0001 per share, issuable upon exercise of warrants | 457(g) | 585,057(11) | 0.1461(14) | $85,476.76 (15) | 0.00011020 | $9.42 | ||||
Fees Previously Paid | Equity | Common stock, par value $0.0001 per share, issuable upon exercise of warrants | 457(g) | 2,496,918(12) | 0.1461(14) | $364,799.70 (15) | 0.00011020 | $40.20 | ||||
Fees Previously Paid | Equity | Common stock, par value $0.0001 per share, issuable upon exercise of warrants | 457(g) | 35,956,854 (13) | 0.1461(14) | 5,253,296.36 (15) | 0.00011020 | $578.91 | ||||
Total Offering Amounts | $262,529,569.18 | 0.00011020 | $28,930.76 | |||||||||
Total Fees Previously Paid | $38,801.70 | |||||||||||
Total Fee Offsets | — | |||||||||||
Net Fee Due | $0 |
(1) | Prior to the consummation of the business combination described in the proxy statement/consent solicitation statement/prospectus forming part of the registration statement, the registrant, Innovative International Acquisition Corp., a Cayman Islands exempted company (“IOAC”), intends to effect the Domestication (as defined in the joint proxy statement/consent solicitation statement/prospectus). All securities being registered will be issued by the continuing entity following the Domestication and the business combination described in the joint proxy statement/consent solicitation statement/prospectus, which will thereafter be renamed “Zoomcar Holdings, Inc.”, which is referred to as “New Zoomcar” herein. |
(2) | Pursuant to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(3) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price. |
(4) | Based on the maximum number of shares of common stock, par value $0.0001 per share, of New Zoomcar (“common stock”) (including shares included in units) estimated to be issued, or issuable, in connection with the Domestication. Such maximum number of shares of common stock is based on the sum of the shares of common stock payable upon cancellation and conversion of (i) 2,710,421 Class A ordinary shares, par value $0.0001 per share, of IOAC (“Class A ordinary shares”) that were sold pursuant to IOAC’s registration statement on Form S-1 (File No. 333-260089) as part of the units in IOAC’s initial public offering (the “IPO”), (ii) 1,060,000 Class A ordinary shares issued in a private placement that closed simultaneously with the IPO to Innovative International Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Cantor Fitzgerald & Co. and (iii) 8,050,000 Class B ordinary shares, par value $0.0001 per share, of IOAC held by the Sponsor. |
(5) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and based on the average of the high and low prices of the Class A ordinary shares of IOAC, as reported on the Nasdaq Capital Market on February 3, 2023, which is a date within five (5) business days prior to the filing date of the registration statement with the U.S. Securities and Exchange Commission (the “SEC”). |
(6) | Represents the number of warrants to acquire Class A ordinary shares outstanding as of February 3, 2023 (including warrants included in units), which, as a result of the Domestication, will become warrants to acquire the same number of shares of New Zoomcar common stock. |
(7) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and is based on the sum of (i) the average of the high and low prices of IOAC’s issued and outstanding warrants as reported on the Nasdaq Capital Market on February 3, 2023 ($0.0434 per warrant), which is a date within five (5) business days of the initial filing date of the registration statement with the SEC, and (ii) the exercise price of $11.50 per share of New Zoomcar common stock issuable upon exercise of such warrants. This calculation is in accordance with Rules 457(f)(1) and 457(i) under the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the warrants has been allocated to the underlying shares of common stock issuable upon exercise of such warrants and included in the registration fee paid in respect of such shares of common stock. The maximum number of shares of common stock issuable upon exercise of the warrants are being simultaneously registered hereunder. |
(8) | Represents the number of shares of New Zoomcar common stock issuable upon exercise of warrants to acquire Class A ordinary shares outstanding as of May 31, 2023 (including warrants included in units), which, as a result of the Domestication, will become warrants to acquire the same number of shares of New Zoomcar common stock. |
(9) | Represents the number of shares of New Zoomcar common stock issuable to Zoomcar Stockholders (as defined in the proxy statement/consent solicitation statement/prospectus) as consideration for the shares of common stock of Zoomcar, Inc. (“Zoomcar”) in connection with the Merger (as defined in the proxy statement/consent solicitation statement/prospectus), including 20,000,000 shares issuable as earnout consideration in the Business Combination (as defined in the proxy statement/consent solicitation statement/prospectus) (subject to events under the terms of the documents governing the Business Combination). |
(10) | Calculated in accordance with Rule 457(f)(2) under the Securities Act. Zoomcar is a private company, no market exists for its securities, and it has an accumulated deficit. Therefore, the proposed maximum aggregate offering price for these securities is one-third of the aggregate par value per share ($0.0001) of the Zoomcar securities expected to be exchanged in the Business Combination, including Zoomcar securities issuable upon the exercise of options and warrants. |
(11) | Represents shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar exercisable into shares of Zoomcar’s Series E-1 preferred stock prior to the Business Combination. Following the Business Combination, the warrants will be exercisable into shares of New Zoomcar common stock. |
(12) | Represents shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar exercisable into shares of Zoomcar’s Series E preferred stock prior to the Business Combination. Following the Business Combination, the warrants will be exercisable into shares of New Zoomcar common stock. |
(13) | Represents shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar exercisable into shares of Zoomcar’s common stock prior to the Business Combination. Following the Business Combination, the warrants will be exercisable into shares of New Zoomcar common stock. |
(14) | Represents the exercise price of the warrants. |
(15) | Pursuant to Rule 457(g) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to the product of the estimated maximum number of shares of New Zoomcar common stock that may be issued upon exercise of New Zoomcar warrants, and the exercise price of the New Zoomcar warrants. |
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