424B3 1 tm2233807-20_424b3.htm 424B3 tm2233807-20_424b3 - none - 89.3685557s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-269627
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
INNOVATIVE INTERNATIONAL ACQUISITION CORP.,
CONSENT SOLICITATION STATEMENT FOR STOCKHOLDERS OF
ZOOMCAR, INC.,
AND
PROSPECTUS
OF INNOVATIVE INTERNATIONAL ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN
THE STATE OF DELAWARE AND RENAMING
AS ZOOMCAR HOLDINGS, INC. IN CONNECTION WITH THE DOMESTICATION)
The board of directors of Innovative International Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company,” “IOAC,” “we,” “us” or “our”), has approved (i) the domestication of IOAC as a Delaware corporation (the “Domestication”) and (ii) the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022 (as may be amended from time to time, the “Merger Agreement”), by and among IOAC, 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 (the “Business Combination”), a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A. Zoomcar is a leading emerging market focused car sharing platform. In connection with the Domestication and the Business Combination, IOAC will be renamed “Zoomcar Holdings, Inc.” ​(referred to herein as “New Zoomcar”).
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, IOAC will deregister out of the Cayman Islands and register by way of continuation into the State of Delaware to re-domicile and become a Delaware corporation and (ii) at the Closing, and following the Domestication, Merger Sub will merge with and into Zoomcar (the “Merger”), with Zoomcar continuing as the surviving entity and wholly-owned subsidiary of IOAC, with each Zoomcar stockholder receiving shares of New Zoomcar common stock at the Closing (as further described below). New Zoomcar will be owned in part by former shareholders of IOAC, and in part by former equity holders of Zoomcar.
As consideration for the Merger, Zoomcar security holders (including holders of Zoomcar India Shares, as further described below) collectively will be entitled to receive, in the aggregate, a number of shares of New Zoomcar common stock with an aggregate value equal to (w) $350,000,000, plus (x) the sum of the aggregate exercise prices of all vested Zoomcar options (“Zoomcar Options”) and all Zoomcar warrants outstanding (“Zoomcar Warrants”) as of immediately prior to the effective time of the Merger (the “Effective Time”), plus (y) the aggregate amount of a Zoomcar private debt or equity financing of up to $40,000,000, if and to the extent consummated prior to Closing in accordance with the terms of the Merger Agreement (but without giving effect to a discount, if any, of the private financing conversion ratio relative to the per share offset ratio for the Ananda Trust Investment (as defined below)), minus (z) the amount of Zoomcar’s net debt at Closing (the “Merger Consideration”), with each Zoomcar stockholder receiving for each share of Zoomcar common stock held (after giving effect to the exchange of all Zoomcar preferred stock to Zoomcar common stock prior to the Effective Time), a number of shares of New Zoomcar common stock equal to (i) the quotient of the Merger Consideration divided by the number of then-outstanding shares of Zoomcar on a fully diluted as converted to common stock basis (including Zoomcar India Shares), divided by (ii) $10.00 (the “Conversion Ratio”) (the total portion of the Merger Consideration amount payable to all holders of Zoomcar common stock and Zoomcar India Shares (collectively, the “Zoomcar Stockholders”), but excluding Merger Consideration payable in respect of Zoomcar Options and Zoomcar Warrants, the “Stockholder Merger Consideration”). At Closing, each outstanding and unexercised Zoomcar Option shall, without any further action on the part of the holder thereof, be assumed by New Zoomcar and automatically converted into the right to receive an option to acquire shares of New Zoomcar with substantially the same terms and conditions as the Zoomcar Options, subject to adjustment in accordance with the Merger Agreement. Each outstanding and unexercised Zoomcar Warrant (the “Assumed Warrants”) shall automatically, without any action on the part of the holder thereof, be assumed by New Zoomcar and converted into a warrant to purchase that number of shares of New Zoomcar common stock equal to the product of (x) the number of shares of Zoomcar common stock subject to such Zoomcar Warrant multiplied by (y) the Conversion Ratio, subject to adjustment in accordance with the Merger Agreement and the applicable warrant agreement. For purposes of determining consideration issuable to Zoomcar security holders under the Merger Agreement, holders of shares (“Zoomcar India Stock”) of Zoomcar India

Private Limited (“Zoomcar India”), a majority-owned subsidiary of Zoomcar, shall be treated as though such holders had exchanged their Zoomcar India Shares for shares of Zoomcar common stock immediately prior to the effective time pursuant to the terms of existing agreements between holders of Zoomcar India Shares, Zoomcar India and Zoomcar (the “Swap Agreements”) and the terms of the Merger Agreement; provided, that, at the Closing, shares of Stockholder Merger Consideration otherwise distributable to holders of Zoomcar India Shares shall be deposited into an escrow account (the “Zoomcar India Escrow Account”) for distribution to holders of Zoomcar India Shares upon completion of applicable legal and contractual requirements, in each case as set forth in the Swap Agreements and the Merger Agreement.
Additionally, the Merger Agreement provides that, at or prior to the Closing, 20,000,000 shares of New Zoomcar common stock (the “Earnout Shares”) will be deposited by New Zoomcar into an escrow account (the “Earnout Escrow Account”), to be established prior to the Closing pursuant to a mutually agreeable escrow agreement (the “Earnout Escrow Agreement”), to be released from escrow and distributed to the Zoomcar Stockholders, together with any dividends, distributions or other income earned thereon, upon the achievement during a five-year post-Closing period (the “Earnout Period”) of certain trading-price based share targets. During the Earnout Period, in the event that the VWAP (as defined below) of New Zoomcar common stock equals or exceeds $15.00 per share for a period of 20 out of 30 consecutive trading days (the “Tier I Share Price Target”) during the Earnout Period, the Zoomcar Stockholders shall be entitled to receive 50% of the Earnout Shares to be released and distributed pro rata from the Earnout Escrow Account. In the event that the VWAP of New Zoomcar common stock equals or exceeds $20.00 per share for a period of 20 out of 30 consecutive trading days (the “Tier II Share Price Target”) during the Earnout Period, the Zoomcar Stockholders shall be entitled to receive the remaining Earnout Shares on a pro rata basis. Any remaining Earnout Shares which had not yet been distributed shall also be distributed to the Zoomcar Stockholders upon the occurrence, during the Earnout Period, of a change of control of New Zoomcar with an implied consideration per share equal or greater to the Tier I Share Price Target or the Tier II Share Price Target, respectively.
Simultaneously with the signing of the Merger Agreement, Ananda Small Business Trust, a Nevada trust (“Ananda Trust”), an affiliate of Innovative International Sponsor I LLC (the “Sponsor”) and of Mohan Ananda and Elaine Price, the Chief Executive Officer and Chief Financial Officer of IOAC, respectively, entered into a subscription agreement with IOAC (the “Ananda Trust Subscription Agreement”) to subscribe for 1,000,000 newly issued shares of New Zoomcar common stock at a purchase price of $10.00 per share. Simultaneously with the signing of the Merger Agreement, Ananda Trust also invested an aggregate of $10,000,000 in Zoomcar (the “Ananda Trust Investment”), in exchange for a convertible promissory note issued by Zoomcar to Ananda Trust (as amended, the “Ananda Trust Note”). At the Closing, Zoomcar’s repayment obligations under the Ananda Trust Note will be offset against Ananda Trust’s payment obligations under the Ananda Trust Subscription Agreement and Ananda Trust will receive newly issued shares of New Zoomcar common stock in accordance with the terms of the Ananda Trust Subscription Agreement. Any shares of New Zoomcar common stock issued in connection therewith will be identical to the ordinary shares included in the units sold in IOAC’s initial public offering (the “IPO”) as converted into New Zoomcar common stock by virtue of the Domestication. Upon Closing, Ananda Trust will pay a purchase price of $10.00 per share, whereas, at the time of the IPO, IOAC’s public shareholders paid a purchase price of $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share. If the Business Combination is not consummated, Ananda Trust will hold the Ananda Trust Note, whereas IOAC’s public shareholders will hold public shares of IOAC with a right to redeem such shares for a pro rata portion of the funds in the trust account established in connection with the IPO. In the event that the Business Combination is not consummated by December 31, 2023 (or upon the earlier termination of the Merger Agreement), the Ananda Trust Note issued by Zoomcar in consideration of the Ananda Trust Investment will be exchanged for a new convertible promissory note issued by Zoomcar, and such note will be convertible upon the consummation of a subsequent financing in which Zoomcar raises an aggregate of at least $5 million, and the Ananda Trust Subscription Agreement will terminate automatically. The Ananda Trust Subscription Agreement includes registration rights obligations on the part of IOAC and the subscription is conditioned on the concurrent Closing and other customary closing conditions.
Upon Closing, New Zoomcar’s executive officers, directors, and their affiliates will beneficially own (i) approximately 26.3% of New Zoomcar’s outstanding common stock, assuming that there are no redemptions by IOAC shareholders and (ii) approximately 26.6% of New Zoomcar’s outstanding common stock, assuming that there are maximum redemptions by IOAC shareholders.

As described in this joint proxy statement/consent solicitation statement/prospectus, IOAC’s shareholders are being asked to consider and vote upon the Merger, the Domestication and the other proposals set forth herein.
In connection with the Business Combination, the following securities will be issued: (A) shares of New Zoomcar common stock, which includes (i) shares of New Zoomcar common stock issuable upon cancellation and conversion of IOAC ordinary shares in connection with the Domestication, and (ii) shares of New Zoomcar common stock issuable to Zoomcar Stockholders as consideration for the shares of Zoomcar common stock in connection with the Merger, including shares issuable as earnout consideration in the Business Combination (subject to events under the terms of the documents governing the Business Combination); (B) warrants to purchase shares of New Zoomcar common stock issuable upon cancellation and conversion of IOAC warrants in connection with the Domestication; (C) shares of New Zoomcar common stock underlying the warrants issuable upon cancellation and conversion of IOAC warrants in connection with the Domestication; and (D) shares of New Zoomcar common stock underlying the warrants issuable as consideration to the holders of warrants of Zoomcar in connection with the Merger.
IOAC’s units, public shares and warrants are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “IOACU,” “IOAC” and “IOACW,” respectively. IOAC intends to apply for listing, to be effective at the time of the Merger, of New Zoomcar’s common stock and warrants to purchase shares of New Zoomcar common stock on Nasdaq under the symbols “ZCAR” and “ZCARW,” respectively. New Zoomcar will not have units traded following the consummation of the Business Combination.
After careful consideration, the IOAC Board, based in part on the unanimous recommendation of the Special Committee, has unanimously approved IOAC’s entry into the Merger Agreement and the Business Combination. The IOAC Board also determined that each of the proposals described in this joint proxy statement/consent solicitation statement/prospectus is in the best interests of IOAC and recommends voting “FOR” each of these proposals.
This joint proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 59 of this joint proxy statement/consent solicitation statement/prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this joint proxy statement/consent solicitation statement/prospectus, passed upon the fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this joint proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.
This joint proxy statement/consent solicitation statement/prospectus is dated October 2, 2023,
and is first being mailed to IOAC’s shareholders on or about October 2, 2023.

 
ZOOMCAR, INC.
Anjaneya Techno Park, No.147, 1st Floor
Kodihalli, Bangalore, India 560008
NOTICE OF SOLICITATION OF WRITTEN CONSENTS
To Stockholders of Zoomcar, Inc.:
We are pleased to enclose the proxy statement/prospectus/consent solicitation related to the proposed business combination between Zoomcar, Inc., a Delaware corporation (“Zoomcar”) and Innovative International Acquisition Corp., a Cayman Islands exempted company (“IOAC”), as described herein in and therein. On October 13, 2022, Zoomcar, IOAC, Innovative International Acquisition Corp., a Cayman Islands exempted company (“IOAC”), Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of IOAC (“Merger Sub”), 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, entered into an Agreement and Plan of Merger and Reorganization (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”).
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, IOAC will deregister out of the Cayman Islands and register by way of continuation into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”) and (ii) at the Closing, and following the Domestication, Merger Sub will merge with and into Zoomcar (the “Merger”), with Zoomcar continuing as the surviving entity and wholly-owned subsidiary of IOAC, and with each Zoomcar stockholder receiving shares of IOAC common stock at the Closing. Simultaneously with the signing of the Merger Agreement, Ananda Small Business Trust, a Nevada trust (“Ananda Trust”), an affiliate of Innovative International Sponsor I LLC (the “Sponsor”) and of Mohan Ananda and Elaine Price, the Chief Executive Officer and Chief Financial Officer of IOAC, respectively, entered into a subscription agreement with IOAC (the “Ananda Trust Subscription Agreement”) to subscribe for 1,000,000 newly issued shares of New Zoomcar (as defined below) common stock at a purchase price of $10.00 per share. Simultaneously with the signing of the Merger Agreement, Ananda Trust also invested an aggregate of $10,000,000 in Zoomcar (the “Ananda Trust Investment”), in exchange for a convertible promissory note issued by Zoomcar to Ananda Trust (as amended, the “Ananda Trust Note”). At the Closing, Zoomcar’s repayment obligations under the Ananda Trust Note will be offset against Ananda Trust’s payment obligations under the Ananda Trust Subscription Agreement and Ananda Trust will receive newly issued shares of New Zoomcar common stock in accordance with the terms of the Ananda Trust Subscription Agreement. In the event that the Business Combination is not consummated by December 31, 2023 (or upon the earlier termination of the Merger Agreement), the Ananda Trust Note issued by Zoomcar in consideration of the Ananda Trust Investment will be exchanged for a new convertible promissory note issued by Zoomcar, and such note will be convertible upon the consummation of a subsequent financing of Zoomcar in which Zoomcar raises an aggregate of at least $5 million, and the Ananda Trust Subscription Agreement will terminate automatically. The Ananda Trust Subscription Agreement includes registration rights obligations on the part of IOAC and the subscription is conditioned on the concurrent Closing and other customary closing conditions.
As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Business Combination”), the separate corporate existence of Zoomcar will cease and the equity holders of Zoomcar (collectively, the “Zoomcar equity holders”) will become equity holders of IOAC, which will change its name to “Zoomcar Holdings, Inc.” in connection with the Business Combination. We refer to IOAC after the consummation of the Business Combination as “New Zoomcar.”
The joint proxy statement/consent solicitation statement/prospectus enclosed with this notice is being delivered to you on behalf of Zoomcar’s board of directors (the “Zoomcar Board”) to request that Zoomcar’s stockholders as of the record date of September 30, 2023 execute and return written consents to adopt the Merger Agreement and approve the Business Combination.
 

 
The joint proxy statement/consent solicitation statement/prospectus describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the joint proxy statement/consent solicitation statement/prospectus.
A summary of the appraisal rights that may be available to holders of Zoomcar, Inc. shares under Section 262 of the Delaware General Corporation Law (“DGCL”) with respect to the Business Combination described in subsection of the joint proxy statement/consent solicitation statement/prospectus in the entitled “Zoomcar’s Solicitation of Written Consents  — Appraisal Rights.” A copy of Section 262 of the DGCL is attached as Annex L to this joint proxy statement/consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Merger Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the joint proxy statement/consent solicitation statement/prospectus.
The Zoomcar Board has considered the Business Combination and the terms of the Merger Agreement and has determined unanimously that the Business Combination and the Merger Agreement are fair to and in the best interests of Zoomcar and Zoomcar’s stockholders and recommends that Zoomcar’s stockholders adopt the Merger Agreement and approve the Business Combination by submitting a written consent. As described in the joint proxy statement/consent solicitation statement/prospectus, certain stockholders of Zoomcar have previously entered into the Support Agreements with IOAC whereby such stockholders agreed to vote all of their shares of Zoomcar common stock and Zoomcar preferred stock in favor of approving the Business Combination and other proposed transactions contemplated by the Merger Agreement.
Please complete, date and sign the written consent and return it promptly to Zoomcar by one of the means described under “Zoomcar’s Solicitation of Written Consent.”
If you have any questions concerning the Merger Agreement, the Business Combination, the consent solicitation or the joint proxy statement/consent solicitation statement/prospectus enclosed with this notice, or if you have any questions about how to deliver your written consent, please contact Zoomcar at Zoomcar, Inc., Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008, Attention: Greg Moran, Chief Executive Officer.
By Order of the Board of Directors,
/s/ Greg Moran
Greg Moran
Chief Executive Officer
 

 
ADDITIONAL INFORMATION
The accompanying document is the prospectus for the offering of securities of New Zoomcar. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Extraordinary General Meeting of IOAC at which IOAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters. This document also constitutes a consent solicitation statement for the consent of Zoomcar stockholders to approve the Business Combination. This joint proxy statement/consent solicitation statement/prospectus is available without charge to shareholders of IOAC upon written or oral request.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.
In addition, if you have questions about the proposals or the accompanying joint proxy statement/consent solicitation statement/prospectus, would like additional copies of the accompanying joint proxy statement/consent solicitation statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact IOAC’s proxy solicitor listed below. You will not be charged for any of the documents you request.
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: IOAC.info@investor.morrowsodali.com
Information contained on the IOAC website, the Zoomcar website, or any other website, is expressly not incorporated by reference into this joint proxy statement/consent solicitation statement/prospectus.
In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting to be held on October 25, 2023, you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by October 19, 2023.
For a more detailed description of the information incorporated by reference in the enclosed joint proxy statement/consent solicitation statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” of the enclosed joint proxy statement/consent solicitation statement/prospectus.
 

 
INNOVATIVE INTERNATIONAL ACQUISITION CORP.
24681 La Plaza, Suite 300
Dana Point, CA 92629
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON OCTOBER 25, 2023
TO THE SHAREHOLDERS OF INNOVATIVE INTERNATIONAL ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Innovative International Acquisition Corp., a Cayman Islands exempted company (“IOAC,” “we,” “us” or “our”), will be held on October 25, 2023, at 11:00 a.m., Eastern Time, in virtual format. For the purposes of IOAC’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”), the physical place of the meeting will be at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting by visiting https://web.lumiagm.com/#/228230513 (password: innovative2023) and using the control number that is printed on your proxy card. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.
You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:
Proposal No. 1 — The NTA Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, amendments to the Existing Organizational Documents, which amendments (the “NTA Amendments”) shall be effective, if adopted and implemented by IOAC, prior to the consummation of the Domestication and the proposed Business Combination, to remove the requirements contained in the Existing Organizational Documents limiting IOAC’s ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause IOAC to have less than $5,000,001 in net tangible assets (we refer to this proposal as the “NTA Proposal”). The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by IOAC shareholders.
Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, the change of IOAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”);
Proposal No. 3 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal is approved and adopted, the adoption of the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022, as amended from time to time, by and among IOAC, Innovative International Merger Sub, Inc. (“Merger Sub”), Zoomcar, Inc. (“Zoomcar”) and Greg Moran, in the capacity as the representative of the Zoomcar stockholders (in such capacity, the “Seller Representative”) (as may be amended from time to time, the “Merger Agreement”), pursuant to which following the Domestication, Merger Sub will merge with and into Zoomcar (the “Merger” and, together with all other transactions contemplated by the Merger Agreement, the “Business Combination”), with Zoomcar surviving the Merger as a wholly-owned subsidiary of New Zoomcar, the post-Domestication company (such proposal, the “Business Combination Proposal”);
Proposal No. 4 — The Organizational Documents Proposal — to approve by special resolution under Cayman Islands law, assuming the Domestication Proposal and the Business Combination Proposal are approved and adopted, the amendment and restatement of the Existing Organizational Documents by their deletion and replacement in their entirety with the proposed new certificate of incorporation (the “Proposed
 

 
Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of New Zoomcar, which, if approved, would take effect at the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);
Proposal No. 5 — The Advisory Charter Proposals — to approve, as ordinary resolutions, on a non-binding advisory basis, certain governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as four sub-proposals (which proposals we refer to, collectively, as the “Advisory Charter Proposals”);
Advisory Charter Proposal 5A — to authorize capital stock of New Zoomcar of 260,000,000 shares, consisting of 250,000,000 shares of common stock, par value $0.0001 per share (“common stock”) and 10,000,000 shares of preferred stock;
Advisory Charter Proposal 5B — to provide that any amendment to the Proposed Bylaws will require the approval of either the New Zoomcar’s board of directors or the holders of at least sixty-six and two-thirds percent (6623%) of the voting power of New Zoomcar’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class;
Advisory Charter Proposal 5C — to provide that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain actions and claims; and
Advisory Charter Proposal 5D — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies.
Proposal No. 6 — The Nasdaq Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Business Combination Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the Nasdaq Global Market (“Nasdaq”), (a) the issuance of shares of common stock in connection with the Merger, and (b) the issuance of shares of common stock pursuant to the Ananda Trust Subscription Agreement (as defined below), a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex F (we refer to this proposal as the “Nasdaq Proposal”);
Proposal No. 7 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Nasdaq Proposal is approved and adopted, the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex E (we refer to this proposal as the “Incentive Plan Proposal”);
Proposal No. 8 — The Director Proposal — to consider and vote upon a proposal, by ordinary resolution under Cayman Islands law, to elect seven directors to serve staggered terms on the New Zoomcar Board until the 2024, 2025 and 2026 annual meeting of stockholders of New Zoomcar or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement, or removal (we refer to this proposal as the “Director Proposal”); and
Proposal No. 9 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the IOAC Board (we refer to this proposal as the “Adjournment Proposal”).
Only holders of record of IOAC’s Class A ordinary shares and Class B ordinary shares (collectively, the “ordinary shares”) at the close of business on September 20, 2023 are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.
The resolutions to be voted upon in person or by proxy at the Extraordinary General Meeting relating to the above proposals are set forth in the joint proxy statement/consent solicitation statement/prospectus sections entitled “Proposal No. 1 — The NTA Proposal,” “Proposal No. 2 — The Domestication Proposal,”
 

 
“Proposal No. 3 — The Business Combination Proposal,” “Proposal No. 4 — The Organizational Documents Proposal,” “Proposal No. 5 — The Advisory Charter Proposals,” “Proposal No. 6 — The Nasdaq Proposal,” “Proposal No. 7 — The Incentive Plan Proposal,” “Proposal No. 8 — The Director Proposal” and “Proposal No. 9 — The Adjournment Proposal,” respectively.
We will provide you with the joint proxy statement/consent solicitation statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting.
Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read the joint proxy statement/consent solicitation statement/prospectus (and any documents incorporated into the joint proxy statement/consent solicitation statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
IOAC’s board of directors (the “IOAC Board”) formed a special committee comprised entirely of independent directors (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the IOAC Board whether to pursue the Business Combination and, if so, on what terms and conditions.
After careful consideration, the IOAC Board, based in part on the unanimous recommendation of the Special Committee, has unanimously approved IOAC’s entry into the Merger Agreement and the Business Combination. The IOAC Board also determined that each of the Proposals described in the joint proxy statement/consent solicitation statement/prospectus is fair, advisable and in the best interests of IOAC and its shareholders and recommends that you vote or give instruction to vote “FOR” each of these Proposals.
The existence of financial and personal interests of IOAC’s Sponsor, directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of IOAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of IOAC’s Sponsor, Directors and Officers in the Business Combination” in the joint proxy statement/consent solicitation statement/prospectus for a further discussion.
Under the Merger Agreement, the approval of each of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Proposal (each, a “Required Proposal”) is a condition to the consummation of the Business Combination. If IOAC shareholders do not approve each of the Required Proposals, the Business Combination may not be consummated.
In connection with IOAC’s initial public offering of units (the “IPO”), on October 26, 2021, the Sponsor and IOAC officers and directors entered into the Insider Letter (as defined herein), pursuant to which they agreed, among other things, to vote their ordinary shares purchased prior to the IPO (“founder shares”), as well as any ordinary shares sold in the IPO (“public shares”) purchased by them during or after the IPO, as well as any Private Placement Shares and the ordinary shares issued or issuable upon the conversion of the founder shares, if any, in favor of IOAC’s initial business combination. Additionally, in connection with the execution of the Merger Agreement, on October 13, 2022, the Sponsor, IOAC and Zoomcar entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, in order to induce Zoomcar to enter into the Merger Agreement and for no additional consideration, the Sponsor agreed to vote its ordinary shares in favor of all of the Proposals. Accordingly, we expect them to vote their ordinary shares in favor of all Proposals being presented at the Extraordinary General Meeting.
Pursuant to IOAC’s Existing Organizational Documents, a holder of public shares (“public shareholder”) may request that IOAC redeem all or a portion of its public shares (which, if not redeemed, would be cancelled and converted into common stock of New Zoomcar by virtue of the Domestication) for cash if the Business Combination is consummated. For the purposes of Article 49.5 of the Existing Organizational Documents and the Cayman Islands Companies Act (As Revised), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the joint proxy statement/consent solicitation statement/prospectus relating to the Business Combination shall be interpreted accordingly. IOAC shareholders will be entitled to receive cash for any public shares to be redeemed only if such holders:
 

 

hold (a) public shares or (b) units and elect to separate such units into the underlying public shares and warrants prior to exercising such redemption rights with respect to the public shares; and prior to 5:00 p.m., Eastern Time, on October 23, 2023 (two business days prior to the Extraordinary General Meeting), (a) submit a written request to Equiniti Trust Company, LLC, IOAC’s transfer agent (the “Transfer Agent”), that IOAC redeem such public shares for cash and (b) deliver such public shares to the Transfer Agent, physically or electronically through Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.
Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal.
If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to IOAC to pay its taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of August 31, 2023, this would have amounted to approximately $11.29 per public share. If a public shareholder exercises its redemption rights, such holder will be exchanging its redeemed public shares for cash and will no longer own such shares, but will continue to hold any warrants that were part of IOAC Units issued in the IPO. See “The Extraordinary General Meeting — Redemption Rights” in the joint proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed by holders of public shares who wish to redeem such public shares for cash in connection with the Business Combination.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of such 15% limit would not be redeemed for cash.
The Closing is subject to certain customary conditions, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of IOAC and the stockholders of Zoomcar; (ii) approvals of any required governmental authorities and completion of any applicable antitrust expiration periods; (iii) obtaining all consents required by any governmental authority or from third parties; (iv) no law or order preventing the Business Combination; (v) IOAC having net tangible assets of at least $5,000,001 upon the Closing, after giving effect to redemptions; (vi) consummation of the Domestication; (vii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement; and (viii) this Registration Statement having been declared effective by the SEC. The parties expect to waive condition (v) set forth above.
In addition, unless waived by Zoomcar, the obligations of Zoomcar to consummate the Business Combination are subject to the satisfaction of the following additional Closing conditions: (i) delivery by IOAC of customary certificates and other Closing deliverables; (ii) the representations and warranties of IOAC being true and correct as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (iii) IOAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iv) the absence of any
 

 
material adverse effect with respect to IOAC since the date of the Merger Agreement which is continuing and uncured; (v) delivery of the Earnout Shares into the Earnout Escrow Account; (vi) delivery of the IOAC shares to be issued at the Closing representing the aggregate portion of the total Zoomcar Stockholder Merger Consideration issuable in respect of Zoomcar India Shares (the “Zoomcar India Merger Consideration”) (the “Zoomcar India Escrow Shares”) into the Zoomcar India Escrow Account; (vii) IOAC having, at the Closing, at least $50,000,000 in cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) and any proceeds from the Financing Transactions (excluding the Ananda Trust Investment and any Private Financing), after payment of IOAC’s and Zoomcar’s expenses and liabilities due at the Closing; (viii) approval of the New Zoomcar common stock for listing on Nasdaq; (ix) execution of the Earnout Escrow Agreement and the Zoomcar India Escrow Agreement (collectively, the “Escrow Agreements”); and (x) the amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) duly executed by IOAC and the parties to that certain Registration Rights Agreement, dated as of October 26, 2021 (the “Original Registration Rights Agreement”).
Unless waived by IOAC, the obligations of IOAC and Merger Sub to consummate the Business Combination are subject to the satisfaction of the following additional Closing conditions: (i) delivery by Zoomcar of customary certificates and other Closing deliverables; (ii) the representations and warranties of Zoomcar being true and correct as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (iii) Zoomcar having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with or by it on or prior to the date of the Closing; (iv) the absence of any material adverse effect with respect to Zoomcar and its subsidiaries since the date of the Merger Agreement which is continuing and uncured; (v) the lock-up agreement (the “Lock-Up Agreement”) duly executed by IOAC and certain Zoomcar stockholders, dated as of October 13, 2022, being in full force and effect as of the Closing; (vi) receipt of a certified copy of Zoomcar’s charter; (vii) execution of employment agreements by each applicable employee; (viii) execution of the Escrow Agreements; (ix) the Amended and Restated Registration Rights Agreement duly executed by Zoomcar and the parties to the Original Registration Rights Agreement; (x) resignations of the directors and officers of Zoomcar as requested by IOAC; and (xi) termination of certain contracts.
On October 13, 2022, Zoomcar delivered to IOAC Stockholder Support Agreements (the “Stockholder Support Agreements”) entered into by IOAC, Zoomcar and certain stockholders of Zoomcar, pursuant to which, among other things, the stockholders party to such Stockholder Support Agreements (the “Support Stockholders”) have agreed to support the approval and adoption of the Business Combination and to certain transfer restrictions with respect to their Zoomcar Shares. The Stockholder Support Agreements will terminate upon the earliest to occur of (a) the Closing, (b) the date of the termination of the Merger Agreement, and (c) the effective date of a written agreement of IOAC, Zoomcar, and the Zoomcar stockholders party thereto terminating such Stockholder Support Agreements (the “Expiration Time”).
In connection with the execution of the Merger Agreement, certain Zoomcar stockholders representing approximately 35% of the outstanding Zoomcar preferred stock and common stock at the time of the execution of the Merger Agreement (on an as converted to Zoomcar common stock basis) entered into the Lock-Up Agreements with IOAC. Pursuant to the Lock-Up Agreements, such Zoomcar stockholders agreed to subject certain shares of New Zoomcar common stock held by them to the restrictions described below from the Closing until the termination of applicable lock-up periods described below. Each Zoomcar stockholder party to the Lock-Up Agreements agreed not to, without the prior written consent of the Zoomcar board and subject to certain exceptions, during the applicable lock-up period: (i) lend, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any shares of New Zoomcar common stock held by it immediately after the Closing or issued or issuable to it in connection with the Merger (including New Zoomcar common stock acquired as part of the Financing Agreements or issued in exchange for, or on conversion or exercise of, any securities issued as part of the Financing Agreements), any shares of New Zoomcar common stock issuable upon the exercise of options to purchase shares of common stock held by it immediately after the Closing, or any securities convertible into or exercisable or
 

 
exchangeable for New Zoomcar common stock held by it immediately after the Closing (collectively, the “Lock-Up Shares”); (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; or (iii) publicly announce any intention to effect any transaction specified in the foregoing clauses. Pursuant to the Lock-Up Agreement, IOAC and certain Zoomcar stockholders agreed to the foregoing transfer restrictions during the period beginning on the date of Closing and ending on the date that is the earlier of (a) six months after the Closing and (b) subsequent to the Merger, (x) if the last sale price of New Zoomcar common stock equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing; or (y) the date on which New Zoomcar completes a liquidation, merger, capital stock exchange, reorganization or other similar transactions that result in all of New Zoomcar’s stockholders having the right to exchange their shares for cash, securities or other property.
In connection with the execution of the Merger Agreement, the Sponsor, IOAC and Zoomcar entered into a support agreement (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, in order to induce Zoomcar to enter into the Merger Agreement and for no additional consideration, the Sponsor agreed to (i) vote all ordinary shares of IOAC held by Sponsor at any meeting of the shareholders of IOAC in favor of the approval and adoption of the Merger Agreement and the Business Combination; and (ii) not to redeem or transfer any of the shares held by the Sponsor, or deposit into a voting trust or enter into a voting agreement in a manner inconsistent with the Sponsor Support Agreement. In addition, the Sponsor agreed to take all actions necessary to fulfill the conditions required in order to extend the expiration of the IOAC charter by six months or such shorter period as shall be mutually agreed by IOAC, the Sponsor and Zoomcar. The Sponsor also agreed to waive the anti-dilution rights associated with the founder shares held by the Sponsor and agreed that Sponsor shall use its best efforts to cooperate with IOAC and Zoomcar in connection with obtaining the Financing Transactions described in the Merger Agreement.
Simultaneously with the execution of the Merger Agreement, on October 13, 2022, Ananda Trust entered into a subscription agreement with IOAC (the “Ananda Trust Subscription Agreement”) to subscribe for 1,000,000 newly issued shares of New Zoomcar common stock at a purchase price of $10.00 per share, contingent upon the Closing. Furthermore, simultaneously with the signing of the Merger Agreement, Ananda Trust invested an aggregate of $10,000,000 in Zoomcar (the “Ananda Trust Investment”), in exchange for a convertible promissory note issued by Zoomcar to Ananda Trust (as amended, the “Ananda Trust Note”). At the Closing, Zoomcar’s repayment obligations under the Ananda Trust Note will be offset against Ananda Trust’s payment obligations under the Ananda Trust Subscription Agreement and Ananda Trust will receive newly issued shares of New Zoomcar common stock in accordance with the terms of the Ananda Trust Subscription Agreement.
The Ananda Trust Subscription Agreement includes registration rights obligations on the part of IOAC and is conditioned on the concurrent Closing and other customary closing conditions. Among other things, Ananda Trust will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). In the event that the Business Combination is not consummated by December 31, 2023, the Ananda Trust Note issued by Zoomcar in consideration of the Ananda Trust Investment will be exchanged for a new convertible promissory note issued by Zoomcar, and such note will be convertible upon the consummation of a subsequent financing of Zoomcar in which Zoomcar raises an aggregate of at least $5 million, and the Ananda Trust Subscription Agreement will terminate automatically.
All IOAC shareholders are cordially invited to attend the Extraordinary General Meeting. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the joint proxy statement/consent solicitation statement/prospectus as soon as possible. If you are a shareholder of record holding ordinary shares, you may also cast your vote in person at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Extraordinary General Meeting.
 

 
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please sign, date and return the proxy card accompanying the joint proxy statement/consent solicitation statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted.
If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400.
Thank you for your participation. We look forward to your continued support.
October 2, 2023 By Order of the Board of Directors,
/s/ Mohan Ananda
Mohan Ananda
Chief Executive Officer and Chairman of the Board
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE TRANSACTION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
This notice was mailed by IOAC on or about October 2, 2023.
 

 
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FREQUENTLY USED TERMS
When used in this joint proxy statement/consent solicitation statement/prospectus, unless the context otherwise requires:
Accounting Principles” means GAAP, as applied and using the same account principles and practices as Zoomcar and its subsidiaries in the preparation of Zoomcar’s most recent audited financial statements, as in effect as of the date of the applicable financial statement or, if there is no such date, the Closing Date.
Adjournment Proposal means the proposal to consider the adjournment of the Extraordinary General Meeting, if necessary or desirable in the determination of the IOAC Board.
Advisory Charter Proposals” means the non-binding advisory proposals to take effect upon the Closing Date if the Organizational Documents Proposal is approved by the IOAC shareholders at the Extraordinary General Meeting.
Aggregate Exercise Price” means the sum of the exercise prices of (a) all vested Zoomcar Options and (b) all Zoomcar Warrants, in each case outstanding as of immediately prior to the Effective Time.
Amended & Restated Registration Rights Agreement means the Amended and Restated Registration Rights Agreement, to be entered into by and among New Zoomcar, the Sponsor, certain shareholders of IOAC and certain stockholders of Zoomcar, prior and as a condition to the Closing.
Ananda Trust means Ananda Small Business Trust, a Nevada trust, an affiliate of the Sponsor, Mohan Ananda and Elaine Price.
Ananda Trust Financing” means, collectively, the Ananda Trust Investment and the transactions related to such investment, including, without limitation, issuance by Zoomcar of the Ananda Trust Note, in each case in accordance with the terms of definitive agreements related to the Ananda Trust Investment.
Ananda Trust Investment means Ananda Trust’s investment of an aggregate of $10,000,000 into Zoomcar concurrent with the execution of the Merger Agreement, in exchange for the Ananda Trust Note.
Ananda Trust Note” means the convertible promissory note issued by Zoomcar to Ananda Trust on October 13, 2022, as amended on September 11, 2023, in consideration of the Ananda Trust Investment, Zoomcar’s repayment obligation under which, upon consummation of the Business Combination, will be offset against the obligations of Ananda Trust under the Ananda Trust Subscription Agreement.
Ananda Trust Shares” means the shares of New Zoomcar common stock to be issued to Ananda Trust upon consummation of the Business Combination pursuant to the terms of the Ananda Trust Subscription Agreement.
Ananda Trust Subscription Agreement” means the subscription agreement, dated as of October 13, 2022, between IOAC and Ananda Trust, pursuant to which IOAC has agreed to issue shares of New Zoomcar common stock to Ananda Trust at a purchase price of $10.00 per share, included as Annex F to this joint proxy statement/consent solicitation statement/prospectus, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
Assumed Option” means the options to acquire shares of New Zoomcar common stock to be issued to holders of outstanding Zoomcar Options at the Effective Time in accordance with the terms of the Merger Agreement.
Assumed Warrant” means the warrants to purchase shares of New Zoomcar common stock to be issued to holders of outstanding Zoomcar Warrants at the Effective Time in accordance with the terms of the Merger Agreement.
Business Combination” means the transactions contemplated by the Merger Agreement.
Business Combination Proposal” means the proposal to approve, by ordinary resolution, assuming the Domestication Proposal is approved and adopted, the adoption of the Merger Agreement and the terms and performance of the transactions contemplated thereby, including the Business Combination.
 
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Cantor means Cantor Fitzgerald & Co., the underwriter in the IPO.
CCM means Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, an affiliate of a passive member of the Sponsor and financial advisor to Zoomcar in connection with the Business Combination.
Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands.
Class A ordinary shares” means the Class A ordinary shares of IOAC, par value $0.0001 each in the share capital of IOAC, underlying the units issued in the IPO.
Closing means the closing of the Business Combination.
Closing Date” means the date on which the Business Combination occurs.
Closing Zoomcar Cash” means, as of the Reference Time, the aggregate cash and cash equivalents of the Target Companies on hand or in bank accounts, including deposits in transit.
Company,” “our,” “we” or “us” means, prior to the consummation of the Business Combination, IOAC or Zoomcar as the context suggests, and, following the Business Combination, New Zoomcar.
Conversion Ratio” means the Per Share Price divided by $10.00.
DGCL” means the Delaware General Corporation Law, as amended.
dollars” or “$” means U.S. dollars.
Domestication” means the deregistration of IOAC out of the Cayman Islands so as to continue, re-domicile as and become a Delaware corporation pursuant to the Cayman Islands Companies Law and the applicable provisions of the DGCL, with the ordinary shares of IOAC becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (in the form appended hereto as Annex B, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms) consistent with the DGCL and changing the name and registered office of IOAC.
Domestication Closing” means the consummation of the Domestication.
Domestication Closing Date” means the date on which the Domestication Closing occurs.
Domestication Proposal” means the Proposal to be considered at the Extraordinary General Meeting to approve the Domestication.
Earnout Escrow Account” means an escrow account, to be established prior to the Closing pursuant to a mutually agreeable escrow agreement to hold the Earnout Shares during the Earnout Period.
Earnout Shares means the 20,000,000 shares of New Zoomcar common stock to be issued at Closing into the Earnout Escrow Account and subject to conditional release after the Closing in accordance with the Earnout Terms.
Earnout Period” means the five (5) year period after the Closing.
Earnout Terms” means the terms and conditions relating to the conditional release of Earnout Shares from the Earnout Escrow Account in the event that the trading prices of New Zoomcar common stock after the Closing satisfy the Tier I Share Price Target and the Tier II Share Price Target, respectively, or both, during the Earnout Period.
Effective Time” means the time when the Business Combination is consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the terms of the Merger Agreement and the DGCL, or such later time as may be specified in the certificate of merger.
Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
 
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Excluded Options” means outstanding options to purchase 100,000 shares of Zoomcar common stock which will not be assumed by New Zoomcar in connection with the Business Combination or otherwise affected by the transactions that are the subject of the Merger Agreement.
Existing Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of IOAC, as currently in effect, and as the same may be amended, modified, supplemented or waived from time to time in accordance with its term and the laws of the Cayman Islands.
Extension Expenses” means the costs and expenses necessary for Extension(s) to be funded in accordance with the Sponsor Support Agreement.
Extraordinary General Meeting means the extraordinary general meeting of the shareholders of IOAC to be held on October 25, 2023 at 11:00 a.m., Eastern Time, to vote on the Proposals.
Financing Agreements” means any private placement, entry into backstop, non-redemption or similar arrangements, but not including the Ananda Trust Financing and the Private Financing.
Financing Transactions means, collectively, the transactions contemplated by written agreements with third party investors reasonably acceptable to Zoomcar for aggregate proceeds of at least $50 million to be entered into prior to the Closing in accordance with the terms of the Merger Agreement.
First Extension means an extension of the deadline by which IOAC must complete an initial business combination from January 29, 2023 to July 29, 2023.
First Extension Meeting means the extraordinary general meeting of the shareholders of IOAC, which was held on January 19, 2023, at which IOAC’s shareholders voted to extend the period in which IOAC must complete its initial business combination from January 29, 2023 to July 29, 2023.
founder shares means the Class B ordinary shares, par value $0.0001 per share, of IOAC, held by the Sponsor.
GAAP means generally accepted accounting principles as in effect in the United States of America.
Incentive Plan” means the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan, substantially in the form appended to this joint proxy statement/consent solicitation statement/prospectus as Annex E, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
Incentive Plan Proposal means the proposal to be considered at the Extraordinary General Meeting to approve and adopt the Incentive Plan.
Insider Letter means the letter agreement dated October 26, 2021, by and among IOAC, its officers and directors and the Sponsor pursuant to which, among other things, the parties thereto agreed to vote all of the IOAC shares held by them in favor of any business combination presented to them and not to redeem any public shares held by them in connection therewith.
IOAC means Innovative International Acquisition Corp., a blank check Cayman Islands exempted company.
IOAC Board means IOAC’s board of directors.
IOAC ordinary shares means the issued and outstanding Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, of IOAC.
IOAC warrants” or “Warrants” means the outstanding warrants of IOAC.
IPO” means IOAC’s initial public offering of its units, public shares and warrants pursuant to the IPO registration statement, completed on October 29, 2021.
IPO Underwriter” means Cantor.
Merger Agreement means the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022, by and among IOAC, Zoomcar, Merger Sub and the Seller Representative, in the form
 
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appended to this joint proxy statement/consent solicitation statement/prospectus as Annex A, as the same may be further amended, modified, supplemented or waived from time to time in accordance with its terms.
Merger Consideration” means newly-issued IOAC securities issuable to the Zoomcar Security Holders at Closing pursuant to the terms of the Merger Agreement, as consideration for the Merger, which securities shall have an aggregate value equal to (i) $350,000,000 plus (ii) the Aggregate Exercise Price plus (iii) the Private Financing Payout Amount, plus or minus, as applicable, (iv) the amount of Zoomcar Net Debt, to the extent applicable following determination in accordance with the terms of the Merger Agreement.
Merger Sub” means Innovative International Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of IOAC.
Minimum Cash Condition” means the condition to the consummation of the Business Combination, which is waivable by Zoomcar, that, at the Closing, IOAC has cash or cash equivalents, including funds remaining in the Trust Account (after satisfying payments to all public shareholders that have redeemed public shares in connection with the Business Combination) and the proceeds from Financing Transactions (excluding the Ananda Trust Investment and the Private Financing), after payment of all unpaid Zoomcar and IOAC transaction expenses (including, with regard to IOAC, Extension Expenses) and other liabilities due at the Closing, at least equal to fifty million U.S. Dollars ($50,000,000).
Nasdaq means the Nasdaq Global Market.
Nasdaq Proposal means the proposal to approve by ordinary resolution under Cayman Islands law for the purposes of complying with applicable Nasdaq listing rules, (i) the issuance of shares of common stock of New Zoomcar pursuant to the terms of the Merger Agreement and (ii) the issuance of shares of common stock of New Zoomcar in accordance with the Ananda Trust Subscription Agreement.
New Zoomcar means, from and after the Closing, Zoomcar Holdings, Inc., a Delaware corporation, formerly IOAC (after the Domestication), and its consolidated subsidiaries.
New Zoomcar Board” means the board of directors of New Zoomcar.
New Zoomcar common stock” or “New Zoomcar Common Shares” means the common stock, par value $0.0001 per share, of New Zoomcar, including any shares of such common stock issuable upon the exercise of any warrant or other right to acquire shares of such common stock.
NTA Proposal means the proposal to amend the Existing Organizational Documents, prior to the consummation of the Domestication and the proposed Business Combination, to remove the requirements limiting IOAC’s ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause IOAC to have less than $5,000,001 in net tangible assets.
Organizational Documents Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the amendment and restatement of the Existing Organizational Documents by their replacement with the Proposed Charter and the Proposed Bylaws.
Original Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of October 26, 2021, by and among IOAC, the Sponsor and the other parties thereto.
Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
Per Share Price” means the quotient of (a) the Merger Consideration divided by (b) the number of Zoomcar Fully Diluted Shares immediately prior to the Effective Time.
Private Financing” means one or more financing transactions by Zoomcar, in the form of debt, equity or convertible securities, in an aggregate amount of up to $40 million of gross proceeds.
Private Financing Payout Amount” means the product of (A) gross proceeds to Zoomcar of the Private Financing divided by (B) (i) 1 minus (ii) the percentage difference between the conversion price of the Ananda Trust Note and the conversion price of the Private Financing.
 
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Private Placement Shares means the Class A ordinary shares issued by IOAC to the Sponsor, Cantor and CCM in a private placement simultaneously with the closing of the IPO.
Proposals means, collectively, (i) the NTA Proposal, (ii) the Domestication Proposal, (iii) the Business Combination Proposal, (iv) the Organizational Documents Proposal, (v) the Advisory Charter Proposals, (vi) the Nasdaq Proposal, (vii) the Incentive Plan Proposal, (viii) the Director Proposal and (ix) the Adjournment Proposal.
Proposed Bylaws” means the bylaws, to be adopted by IOAC upon Domestication, which shall be bylaws of New Zoomcar after the Closing, in the form appended to this joint proxy statement/consent solicitation statement/prospectus as Annex C, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
Proposed Charter” means the Certificate of Incorporation, to be adopted by IOAC upon Domestication, which shall be the Certificate of Incorporation of New Zoomcar after the Closing, provided that the Organizational Documents Proposal is approved by the IOAC shareholders at the Extraordinary General Meeting, in the form appended to this joint proxy statement/consent solicitation statement/prospectus as Annex B, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
Proposed Organizational Documents” means the Proposed Charter and the Proposed Bylaws.
public shares means the Class A ordinary shares of IOAC, par value $0.0001 each in the share capital of IOAC, underlying the units issued in the IPO.
Public Warrants or “Warrants” means the warrants issued by IOAC in the IPO, entitling the holder thereof to purchase one IOAC Class A ordinary shares at a price of $11.50, subject to adjustment.
record date or Record Date means September 20, 2023, the date for determining the IOAC shareholders entitled to receive notice of and vote at the Extraordinary General Meeting.
redemption rights” means the rights of the public shareholders to demand redemption of their public shares for cash in accordance with the procedures set forth in the Existing Organizational Documents and this joint proxy statement/consent solicitation statement/prospectus.
Reference Time” means the close of business of Zoomcar on the Closing Date (but without giving effect to the transactions contemplated by the Merger Agreement, including any payments by IOAC to occur at the Closing, but treating any obligations in respect of indebtedness, transaction expenses or other liabilities that are contingent upon the consummation of the Closing as currently due and owing without contingency as of the Reference Time).
Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002, as amended.
SEC” means the U.S. Securities and Exchange Commission.
Second Extension” means an extension of the deadline by which IOAC must complete an initial business combination from July 29, 2023 to October 29, 2023.
Second Extension Meeting” means the extraordinary general meeting of the shareholders of IOAC, which was held on July 20, 2023, at which IOAC’s shareholders voted to extend the period in which IOAC must complete its initial business combination from July 29, 2023 to October 29, 2023.
Securities Act” means the Securities Act of 1933, as amended.
Special Committee” means the Special Committee of the IOAC Board, composed of Fernando Garibay, Anuradha George and Valarie Sheppard, each of whom was an independent director of IOAC.
Sponsor” or sponsor means Innovative International Sponsor I LLC, a Delaware limited liability company.
Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of October 13, 2022, by and among IOAC, the Sponsor and Zoomcar, pursuant to which Sponsor has committed to, among
 
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other things, vote its shares in favor of the transactions contemplated by the Merger Agreement, and not to redeem or transfer its shares in a manner inconsistent with the Sponsor Support Agreement.
Stockholder Merger Consideration” means the portion of the total Merger Consideration deliverable to the Zoomcar Stockholders in respect of shares of Zoomcar Stock, excluding the portion of the Merger Consideration payable in respect of Zoomcar Options and Zoomcar Warrants, in each case in accordance with the terms of the Merger Agreement.
Stockholder Support Agreement” means the Stockholder Support Agreements, dated as of October 13, 2022, by and among IOAC, Zoomcar and certain Zoomcar stockholders, pursuant to the Zoomcar stockholders party thereto committed to, among other things, vote their Zoomcar Stock in favor of the transactions contemplated by the Merger Agreement when the Business Combination is presented them for consideration and approval in accordance with the terms of the Merger Agreement.
Target Companies” means, collectively, Zoomcar and its direct and indirect subsidiaries.
Tier I Share Price Target” means that the VWAP of New Zoomcar common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for 20 of 30 consecutive trading days during the Earnout Period.
Tier 2 Share Price Target” means that the VWAP of New Zoomcar common stock equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for 20 of 30 consecutive trading days during the Earnout Period.
Transfer Agent” means Equiniti Trust Company, LLC.
Trust Account” means the trust account of IOAC which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Shares, together with interest earned thereon.
Trust Agreement means the Investment Management Trust Agreement, dated as of October 26, 2021, as amended by Amendment No. 1 on January 19, 2023 and Amendment No. 2 on July 20, 2023, and as it may be amended, by and between IOAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.
Trustee” means Equiniti Trust Company, LLC.
Underwriting Agreement means that certain underwriting agreement, dated as of October 16, 2021, by and between IOAC and the IPO Underwriter.
U.S. Holder” means a beneficial owner of IOAC ordinary shares that is for U.S. federal income tax purposes: (a) an individual citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (d) a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
VWAP” means, with respect to a security, the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is traded during the applicable period, as determined in accordance with the terms of the Merger Agreement.
Warrant Agent” means Equiniti Trust Company, LLC.
warrants” means the warrants underlying the units issued in the IPO, entitling the holder thereof to purchase one IOAC ordinary share at an exercise price of $11.50, subject to adjustment.
Zoomcar Board” means Zoomcar’s board of directors.
Zoomcar Charter” means the Certificate of Incorporation of Zoomcar, as currently in effect and as may be amended, restated, supplemented or modified from time to time.
 
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Zoomcar common stock” means the shares of common stock, par value $0.0001 per share, issued by Zoomcar.
Zoomcar Convertible Notes” means those convertible promissory notes issued in the Private Financing.
Zoomcar Convertible Securities” means, collectively, the Zoomcar Options, Zoomcar Warrants, Zoomcar Convertible Notes and any other options, warrants or rights to subscribe for or purchase any capital stock of Zoomcar or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Zoomcar.
Zoomcar Equity Plan” means Zoomcar’s 2012 Equity Incentive Plan, as amended from time to time.
Zoomcar Fully Diluted Shares” means the aggregate of (a) number of shares of Zoomcar Stock that are issued and outstanding; (b) the number of shares of Zoomcar Stock issuable upon exercise of outstanding Zoomcar Options (other than unvested Zoomcar Options); (c) the number of shares of Zoomcar Stock issuable upon exercise of outstanding Zoomcar Warrants; and (d) the number of shares of Zoomcar Stock issuable in exchange for outstanding Zoomcar India Shares, in each case as of immediately prior to the Effective Time.
Zoomcar India” means Zoomcar India Private Limited, an Indian limited company and majority-owned subsidiary of Zoomcar.
Zoomcar India Escrow Account” means the segregated escrow account holding the Zoomcar India Escrow Property.
Zoomcar India Escrow Agent” means the escrow agent mutually acceptable to IOAC and Zoomcar in connection with the Zoomcar India Escrow Agreement.
Zoomcar India Escrow Agreement” means the Escrow Agreement, to be effective as of the Effective Date, by and between IOAC, Greg Moran, and the Zoomcar India Escrow Agent, pursuant to which IOAC will deposit the Zoomcar India Escrow Shares with the Zoomcar India Escrow Agent to be held, along with all other Zoomcar India Escrow Property, in the Zoomcar India Escrow Account.
Zoomcar India Escrow Property” means, collectively, the Zoomcar India Escrow Shares and any other dividends, distributions, or other income on the Zoomcar India Escrow Shares (other than regular ordinary dividends) that are held in the Zoomcar India Escrow Account.
Zoomcar India Escrow Shares” means the number of IOAC shares to be issued at the Closing representing the Zoomcar India Merger Consideration, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted.
Zoomcar India Merger Consideration” means the aggregate portion of the total Zoomcar Stockholder Merger Consideration issuable in respect of Zoomcar India Shares.
Zoomcar India Shares” means shares of Zoomcar Series P1 Stock and Zoomcar India Series P2 Stock issued by Zoomcar India.
Zoomcar India Stockholders” means the holders of Zoomcar India Shares.
Zoomcar India Subscription Agreements” means, collectively, the subscription agreements entered into by Zoomcar India and the Zoomcar India Stockholders relating, among other matters, to the purchase of Zoomcar India Shares.
Zoomcar India Swap” means, to the extent applicable, an exchange of Zoomcar India Shares for applicable Zoomcar Securities pursuant to Zoomcar India Subscription Agreements in accordance with, and following satisfaction (determined by the Zoomcar) of, applicable legal and contractual requirements.
Zoomcar Net Debt” means as of the Reference Time, aggregate indebtedness of the Target Companies (excluding the Ananda Trust Note and securities issued in connection with any Private Financing) less Closing Zoomcar Cash, in each case determined in accordance with the Accounting Principles.
 
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Zoomcar Options” means options exercisable for Zoomcar common stock, whether vested or unvested, exercisable or unexercisable.
Zoomcar Preferred Stock” means the outstanding shares of the Zoomcar Series Seed Preferred Stock, Zoomcar Series A Preferred Stock, Zoomcar Series A2 Preferred Stock, Zoomcar Series B Preferred Stock, Zoomcar Series C Preferred Stock, Zoomcar Series D Preferred Stock, Zoomcar Series E Preferred Stock and Zoomcar Series E-1 Preferred Stock, all such shares in the case of each such series having a par value of $0.0001 per share.
Zoomcar Preferred Stock Exchange” means either the exchange or conversion of all of the issued and outstanding shares of Zoomcar Preferred Stock for shares of Zoomcar common stock at the applicable conversion ratio (including any accrued or declared but unpaid dividends).
Zoomcar Securities” means, collectively, the Zoomcar Stock, Zoomcar Options, Zoomcar Warrants, Zoomcar India Shares and any other Zoomcar Convertible Securities.
Zoomcar Security Holders” means, collectively, the holders of Zoomcar Securities and holders of Zoomcar India Shares.
Zoomcar Stock means shares of Zoomcar common stock and Zoomcar Preferred Stock.
Zoomcar Stockholders means the holders of outstanding shares of Zoomcar Stock and of Zoomcar India Shares.
Zoomcar Warrants” means warrants to purchase Zoomcar common stock.
 
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SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES
Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this joint proxy statement/consent solicitation statement/proxy statement with respect to New Zoomcar’s common stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this joint proxy statement/consent solicitation statement/prospectus):
1.
No public shareholders will exercise their redemption rights in connection with the Closing of the Business Combination, and the balance of the Trust Account as of the Closing will be the same as its balance on August 31, 2023 of approximately $30.6 million. Please see the section entitled “The Extraordinary General Meeting — Redemption Rights.”
2.
There will be no transfers of founder shares or Private Placement Shares prior to the Closing and, at the Closing, all of the founder shares will be exchanged for Class A ordinary shares on a one-for-one basis.
3.
No holders of IOAC warrants will exercise any of the outstanding IOAC warrants.
4.
At the Closing, 23,064,644 shares of New Zoomcar common stock will be issued as Merger Consideration in accordance with the terms of the Merger Agreement, taking into account adjustments to the Merger Consideration determined in accordance with the terms of the Merger Agreement.
5.
In connection with the Closing, Zoomcar’s repayment obligation under the Ananda Trust Note will be cancelled and offset by Ananda Trust’s obligations under the Ananda Trust Subscription Agreement and, immediately prior to the Closing, IOAC will issue 1,000,000 shares to Ananda Trust in accordance with the terms of the Ananda Trust Subscription Agreement (excluding, for calculation purposes, any interest that may accrue and convert into additional shares at the Closing).
6.
Prior to the Closing Date, the Zoomcar Preferred Stock Exchange will have occurred in accordance with the terms of the Merger Agreement and the Zoomcar Charter.
7.
Other than (i) the New Zoomcar common stock to be issued to Zoomcar Stockholders upon consummation of the Merger, (ii) the Assumed Options and Assumed Warrants to be issued to the applicable Zoomcar Security Holders upon consummation of the Merger and (iii) the issuance of 1,000,000 shares to Ananda Trust in accordance with the terms of the Ananda Trust Subscription Agreement, there will be no other issuances of equity securities of New Zoomcar at the Closing.
8.
Outstanding Zoomcar Options have vested through October 15, 2023.
9.
Prior to the Closing, Zoomcar, Convertible Notes with an aggregate principal amount of approximately $21.3 million, issued by Zoomcar in the Zoomcar 2023 Private Financing Transactions (as defined below) will, pursuant to their terms, convert automatically into shares of Zoomcar common stock, and Zoomcar will not issue any additional Zoomcar Securities other than the Zoomcar common stock issuable to holders of outstanding Zoomcar Preferred Stock upon consummation of the Zoomcar Preferred Stock Exchange.
10.
None of the holders of outstanding Zoomcar Convertible Securities will exercise any of the outstanding Zoomcar Convertible Securities, and none of the Zoomcar Stockholders that currently holds shares issued by Zoomcar India will complete a Zoomcar India Swap prior to or at the Closing.
11.
None of the Zoomcar Stockholders holding Zoomcar common stock will exercise appraisal rights in connection with the Closing.
 
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12.
At the Closing, the outstanding amounts under promissory notes issued to fund operating costs and the First Extension Note and Second Extension Note will be repaid in cash by IOAC.
13.
To the extent that the issuance of New Zoomcar Common Shares to holders of Zoomcar India Shares as Merger Consideration gives rise to withholding or other tax obligations at Closing on the part IOAC or New Zoomcar, such obligations are satisfied by recipients of such shares and do not represent liabilities of IOAC or New Zoomcar.
14.
Accrued interest on convertible securities treated as consideration to Zoomcar for purposes of anti-dilution adjustments to the conversion ratios of outstanding Zoomcar preferred stock.
15.
Exchange rates relating to Zoomcar’s financial results are as set forth in the relevant sections.
16.
In advance of the Closing, upon receipt of approval from requisite Zoomcar Stockholders, Zoomcar will amend its existing Investors’ Rights Agreement (the “IRA Amendment”) to provide that stockholders of Zoomcar common stock subject to such agreement will be subject to lock-up for one year, subject to the terms and conditions of the Investors’ Rights Agreement, as amended.
17.
In advance of the Closing, following approval by the Zoomcar Board, Zoomcar will cancel all existing out of the money Zoomcar Options except for the Excluded Options.
18.
At the Closing, Zoomcar’s Net Debt, as determined in accordance with the terms of the Merger Agreement, is equal to $10 million.
19.
At the Closing, there are no outstanding Zoomcar restricted stock units ("RSUs") . For the avoidance of doubt, there are no outstanding RSUs of Zoomcar currently and none are anticipated to be issued or granted prior to the Closing. As further described under the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Executive Compensation of Zoomcar — Executive Compensation after the Business Combination,” Zoomcar currently anticipates, subject to approval by the New Zoomcar Board (or applicable committee thereof), New Zoomcar making certain equity-based grants and incentives to New Zoomcar executive officers, employees and service providers shortly after the Closing (which are expected to include grants of RSUs representing 8.5% of the aggregate number of New Zoomcar Common Shares issued and outstanding immediately after the Business Combination pursuant to grants under the Incentive Plan, subject, in all cases, to approval by New Zoomcar and applicable securities laws), which, along with vesting and settlement or exercise of any other equity or equity-based grants or issuances by New Zoomcar after the Closing, would result in dilution to public stockholders upon vesting and settlement or exercise thereof.
 
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TRADEMARKS
This joint proxy statement/consent solicitation statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this joint proxy statement/consent solicitation statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
MARKET AND INDUSTRY DATA
This joint proxy statement/consent solicitation statement/prospectus includes industry position and industry data and forecasts that IOAC and Zoomcar obtained or derived from internal company reports, independent third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above.
The accuracy and completeness of this information is not guaranteed, and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements as to industry position are based on market data currently available. These estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this joint proxy statement/consent solicitation statement/prospectus.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/consent solicitation statement/prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of IOAC and Zoomcar. Neither IOAC nor Zoomcar can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern IOAC’s and Zoomcar’s expectations, strategy, plans or intentions.
The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements contained in this joint proxy statement/consent solicitation statement/prospectus:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close;

the outcome of any legal proceedings that may be instituted against IOAC, Zoomcar, the combined company or others following the announcement of the Business Combination;

the inability of the parties to satisfy conditions to closing, including IOAC shareholder and Zoomcar stockholder approval, as applicable;

the inability to meet stock exchange listing standards in connection with and following the consummation of the Business Combination;

the risk that the Business Combination disrupts current plans and operations of Zoomcar as a result of the announcement and consummation of the Business Combination;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of New Zoomcar to grow and manage growth profitably, maintain its reputation, increase the numbers of Hosts, Guests and registered vehicles on Zoomcar’s platform, maintain relationships with Hosts and Guests and retain its management and key employees;

the impact of the COVID-19 pandemic on the business of Zoomcar and the combined company;

Zoomcar’s limited operating history under its current business model and history of net losses;

Zoomcar’s, IOAC’s and the combined company’s ability to obtain additional capital when necessary, including in connection with and after the Business Combination;

Zoomcar’s reliance on key technology providers and payment processors facilitating payments to and by Zoomcar’s customers;

expenses related to the Business Combination;

unfavorable interpretations of laws or regulations or changes in applicable laws or regulations;

the possibility that Zoomcar or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors;

Zoomcar’s estimates of future bookings, revenues and capital requirements;

the evolution of the markets in which Zoomcar competes;

political instability associated with operating in current and future emerging markets Zoomcar has entered or may later enter;
 
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risks associated with Zoomcar maintaining inadequate insurance to cover risks associated with business operations now or in the future;

the ability of Zoomcar to implement its strategic initiatives and continue to innovate its platform technology and features;

the ability of Zoomcar to adhere to legal requirements with respect to the protection of personal data and privacy laws;

cybersecurity risks, data loss and other breaches of Zoomcar’s network security and the disclosure of personal information or the infringement upon Zoomcar’s intellectual property by unauthorized third parties;

risks associated with the performance or reliability of infrastructure upon which Zoomcar relies, including, but not limited to, internet and cellular phone services;

the risk of regulatory or other lawsuits or proceedings relating to Zoomcar’s platform or the peer-to-peer car sharing it facilitates;

increased compliance risks associated with operating in multiple foreign jurisdictions at once, including regulatory and accounting compliance issues; and

other risks and uncertainties described in this joint proxy statement/consent solicitation statement/prospectus, including those under the section entitled “Risk Factors.”
The forward-looking statements contained in this joint proxy statement/consent solicitation statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on IOAC and/or Zoomcar. There can be no assurance that future developments affecting IOAC and/or Zoomcar will be those that IOAC and/or Zoomcar have anticipated. These statements are based on various assumptions, whether or not identified in this joint proxy statement/consent solicitation statement/prospectus, and on the current expectations of IOAC’s and Zoomcar’s management and are not predictions of actual performance. These forward-looking statements involve a number of risks, uncertainties, most of which are difficult to predict and many of which are beyond the control of IOAC or Zoomcar, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the potential business or economic disruptions caused by current and future pandemics, such as the COVID-19 pandemic, and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. IOAC and Zoomcar undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals related to the proposed Business Combination contained in this joint proxy statement/consent solicitation statement/prospectus, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this joint proxy statement/consent solicitation statement/prospectus may adversely affect IOAC and/or Zoomcar.
 
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ZOOMCAR’S SOLICITATION OF WRITTEN CONSENTS
Consent Solicitation
The Zoomcar board of directors (“Zoomcar Board”) is providing these consent solicitation materials to Zoomcar stockholders who are being asked to approve the Merger Agreement and transactions contemplated thereby (the “Zoomcar Business Combination Proposal”) by executing and delivering the written consent furnished to Zoomcar stockholders with this joint proxy statement/consent solicitation/prospectus.
Zoomcar Stockholders Entitled to Consent
Only Zoomcar stockholders of record as of the Zoomcar record date of September 30, 2023, will be entitled to execute and deliver a written consent. As of the Zoomcar record date, there were 16,980,064 shares of Zoomcar Common Stock and 99,309,415 shares of Zoomcar Preferred Stock (consisting of Zoomcar Series Seed Preferred Stock, Zoomcar Series A Preferred Stock, Zoomcar Series A2 Preferred Stock, Zoomcar Series B Preferred Stock, Zoomcar Series C Preferred Stock, Zoomcar Series D Preferred Stock, Zoomcar Series E Preferred Stock and Zoomcar Series E-1 Preferred Stock) outstanding, in each case entitled to execute and deliver written consents with respect to the Zoomcar Business Combination Proposal. Each holder of Zoomcar Common Stock is entitled to one vote for each share of Zoomcar Common Stock held as of the Zoomcar record date. Each holder of Zoomcar Preferred Stock is entitled to a number of votes equal to the number of shares of Zoomcar common stock into which the shares of Zoomcar Preferred Stock held by such holder could be converted as of the Zoomcar Record Date.
Submission of Written Consents
You may consent to the proposals with respect to your shares by completing and signing the written consent furnished to you with a copy of this joint proxy statement/consent solicitation statement/prospectus and returning it to Zoomcar on or before the date the Zoomcar Board has set as the targeted final date for receipt of such written consent communicated to you in materials accompanying this joint proxy statement/written consent solicitation statement/prospectus. Zoomcar reserves the right to extend the final date for receipt of written consents beyond the date indicated therein in the event that consents approving the Zoomcar Business Combination Proposal have not been obtained by that date from holders of a sufficient number of Zoomcar shares to satisfy the conditions to the Business Combination. Any such extension may be made without notice to stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.
If you hold shares of Zoomcar common stock or preferred voting stock as of the Zoomcar record date and you wish to give your written consent, you must fill out the written consent provided to you by Zoomcar, date and sign it, and promptly return it to Zoomcar.
Executing Written Consents; Revocation of Written Consents
You may execute a written consent to approve the Zoomcar Business Combination Proposal (which is equivalent to a vote for such proposal) or disapprove such proposal (which is equivalent to a vote against the proposal). If you do not return your written consent, it will have the same effect as a vote against the Zoomcar Business Combination Proposal. If you are a record holder of shares of Zoomcar common stock and/or preferred stock and you return a signed written consent without indicating your decision on the Zoomcar Business Combination Proposal, you will have given your consent to approve the Zoomcar Business Combination Proposal.
Your consent to the Business Combination Proposal may be changed or revoked at any time before the consent deadline communicated by Zoomcar to you. If you wish to change or revoke your consent before the consent deadline, you may do so by delivering a written notice of revocation such that it is received before the consent deadline, by emailing a .pdf copy of such notice to Zoomcar’s corporate secretary or by mailing a copy of such notice to Zoomcar, Inc., Anjaneya Techno Park, No. 147, 1st Floor, Kodihalli, Bangalore, India 560008, Attention: Greg Moran, Chief Executive Officer.
 
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Solicitation of Written Consents; Expenses
The expense of preparing and mailing these consent solicitation materials is being borne by Zoomcar. Officers and employees of Zoomcar may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will not receive any special compensation for soliciting consents.
Recommendation of the Zoomcar Board
THE ZOOMCAR BOARD RECOMMENDS THAT THE ZOOMCAR STOCKHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS JOINT PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION. The Zoomcar Board believes the merger consideration to Zoomcar stockholders is fair, advisable and in the best interests of Zoomcar and its stockholders. The management of Zoomcar and the Zoomcar board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Merger could provide Zoomcar with business and growth opportunities for its business, which in turn should benefit Zoomcar stockholders who become stockholders of IOAC (or New Zoomcar, after the Closing).
Company Stockholder Support Agreement
In connection with the execution of the Merger Agreement, certain Zoomcar stockholders (the “Supporting Zoomcar Stockholders”) delivered to IOAC the Stockholder Support Agreements. Under the Stockholder Support Agreements, each Supporting Zoomcar Stockholder agreed to, among other things, (i) vote (at any meeting of the stockholders of Zoomcar or by written consent) all of its Zoomcar common stock and/or Zoomcar preferred stock, as applicable, held of record or thereafter acquired in favor of the Business Combination and the adoption of the Merger Agreement; and (ii) be bound by certain transfer restrictions with respect to Zoomcar securities, in each case, on the terms and subject to the conditions set forth in the Stockholder Support Agreement.
 
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QUESTIONS AND ANSWERS
The following are answers to certain questions that you may have regarding the Business Combination and the Extraordinary General Meeting. We urge you to carefully read the remainder of this joint proxy statement/consent solicitation statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this joint proxy statement/consent solicitation statement/prospectus.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
Q:
WHAT IS THE BUSINESS COMBINATION?
A:
IOAC and Zoomcar have entered into the Merger Agreement, pursuant to which, among other things, the Business Combination will be effected in two steps:
(a)    on the Domestication Closing Date, IOAC will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware, at which time IOAC will change its name to “Zoomcar Holdings, Inc.” In connection with the Domestication, each then-outstanding IOAC ordinary share, IOAC warrant, and IOAC unit will automatically convert into one share of New Zoomcar common stock, a New Zoomcar warrant, and one share of New Zoomcar common stock and one-half of one New Zoomcar warrant, respectively.
(b)    on the Closing Date, Merger Sub will merge with and into Zoomcar, with Zoomcar surviving the Merger as a wholly-owned subsidiary of New Zoomcar.
IOAC will hold the Extraordinary General Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement. You are receiving this joint proxy statement/consent solicitation statement/prospectus in connection with such meeting. See “Proposal No . 3. — The Business Combination Proposal — The Merger Agreement” beginning on page 174. In addition, a copy of the Merger Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A. We urge you to carefully read this joint proxy statement/consent solicitation statement/prospectus and the Merger Agreement in their entirety.
Q:
WHY AM I RECEIVING THIS DOCUMENT?
A:
IOAC is sending this joint proxy statement/consent solicitation statement/prospectus to its shareholders to help them decide how to vote their IOAC ordinary shares with respect to the matters to be considered at the Extraordinary General Meeting.
The Business Combination cannot be completed unless IOAC’s shareholders approve each of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Proposal set forth in this joint proxy statement/consent solicitation statement/prospectus. Information about the Extraordinary General Meeting, the Business Combination and the other business to be considered by shareholders at the Extraordinary General Meeting is contained in this joint proxy statement/consent solicitation statement/prospectus.
This document constitutes a proxy statement of IOAC, a consent solicitation statement of Zoomcar and a prospectus of New Zoomcar. It is a proxy statement because the board of directors of IOAC is soliciting proxies using this joint proxy statement/consent solicitation statement/prospectus from its shareholders. It is a consent solicitation statement because the board of directors of Zoomcar is soliciting written consents using this joint proxy statement/consent solicitation statement/prospectus from its stockholders. It is a prospectus because New Zoomcar, in connection with the Business Combination, is offering shares of common stock in exchange for IOAC’s outstanding ordinary shares and as part of the consideration to be received as part of the Business Combination. See “Proposal No. 3. The Business Combination Proposal — The Merger Agreement — Consideration to be Received in the Merger.
 
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Q:
WHAT EQUITY STAKE WILL IOAC CURRENT SHAREHOLDERS, THE SPONSOR, ANANDA TRUST AND FORMER ZOOMCAR STOCKHOLDERS HOLD IN NEW ZOOMCAR IMMEDIATELY AFTER THE CONSUMMATION OF THE TRANSACTION?
A:
It is anticipated that, upon completion of the Business Combination, assuming that no public shareholders elect to have their public shares redeemed and none of the outstanding 11,500,000 warrants are exercised, the ownership of New Zoomcar will be as follows:

IOAC’s public shareholders are expected to hold 2,710,421 shares of New Zoomcar common stock, or approximately 6.8% of the outstanding New Zoomcar common stock;

the Sponsor, together with its affiliates, is expected to hold 10,010,000 shares of New Zoomcar common stock, or approximately 25.0% of the outstanding New Zoomcar common stock, consisting of the following:

9,010,000 shares of New Zoomcar common stock, or approximately 22.5% of the outstanding New Zoomcar common stock, held by the Sponsor; and

1,000,000 shares of New Zoomcar common stock, or approximately 2.5% of the outstanding New Zoomcar common stock, held by Ananda Trust;

Investors in a the Zoomcar 2023 Private Financing Transactions are expected to hold 4,196,279 shares of New Zoomcar common stock, or approximately 10.5% of the outstanding New Zoomcar common stock;

Cantor and CCM are expected to hold an aggregate of 100,000 shares of New Zoomcar common stock, or approximately 0.2% of the outstanding New Zoomcar common stock;

the former Zoomcar stockholders are expected to hold 23,064,644 shares of New Zoomcar common stock, or approximately 57.5% of the outstanding New Zoomcar common stock; and

the executive officers and directors of New Zoomcar are expected to hold an aggregate of 10,548,221 shares of New Zoomcar common stock, or approximately 26.3% of the outstanding New Zoomcar common stock.
If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 370,285 public shares are redeemed, and none of the outstanding 11,500,000 warrants are exercised, the ownership of New Zoomcar upon the Closing will be as follows:

IOAC’s public shareholders are expected to hold 2,340,136 shares of New Zoomcar common stock, or approximately 5.9% of the outstanding New Zoomcar common stock;

the Sponsor, together with its affiliates, is expected to hold 10,010,000 shares of New Zoomcar common stock, or approximately 25.2% of the outstanding New Zoomcar common stock, consisting of the following:

9,010,000 shares of New Zoomcar common stock, or approximately 22.7% of the outstanding New Zoomcar common stock, held by the Sponsor; and

1,000,000 shares of New Zoomcar common stock, or approximately 2.5% of the outstanding New Zoomcar common stock, held by Ananda Trust;

Investors in the Zoomcar 2023 Private Financing Transactions are expected to hold 4,196,279 shares of New Zoomcar common stock, or approximately 10.6% of the outstanding New Zoomcar common stock;

Cantor and CCM are expected to hold an aggregate of 100,000 shares of New Zoomcar common stock, or approximately 0.3% of the outstanding New Zoomcar common stock;

the former Zoomcar stockholders are expected to hold 23,064,644 shares of New Zoomcar common stock, or approximately 58.0% of the outstanding New Zoomcar common stock; and

the executive officers and directors of New Zoomcar are expected to hold an aggregate of 10,548,221 shares of New Zoomcar common stock, or approximately 26.6% of the outstanding New Zoomcar common stock.
 
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IOAC’s warrants will become exercisable 30 days following the completion of the Business Combination.
If we assume that no public shareholders elect to have their public shares redeemed (no redemptions), and the full exercise of (i) public warrants to purchase New Zoomcar common stock and (ii) options and warrants to purchase shares of New Zoomcar that will be held by equity holders of Zoomcar and vesting of all RSUs, the ownership of New Zoomcar upon the Closing will be as follows:

IOAC’s public shareholders are expected to hold 14,210,421 shares of New Zoomcar common stock, or approximately 19.2% of the outstanding New Zoomcar common stock;

the Sponsor, together with its affiliates, is expected to hold 10,010,000 shares of New Zoomcar common stock, or approximately 13.5% of the outstanding New Zoomcar common stock, consisting of the following:

9,010,000 shares of New Zoomcar common stock, or approximately 12.1% of the outstanding New Zoomcar common stock, held by the Sponsor; and

1,000,000 shares of New Zoomcar common stock, or approximately 1.4% of the outstanding New Zoomcar common stock, held by Ananda Trust;

Investors in the Zoomcar 2023 Private Financing Transactions to be consummated prior to Closing are expected to hold 4,196,279 shares of New Zoomcar common stock, or approximately 5.7% of the outstanding New Zoomcar common stock;

Cantor and CCM are expected to hold an aggregate of 100,000 shares of New Zoomcar common stock, or approximately 0.1% of the outstanding New Zoomcar common stock;

the former Zoomcar stockholders are expected to hold 45,635,729 shares of New Zoomcar common stock, or approximately 61.5% of the outstanding New Zoomcar common stock; and

the executive officers and directors of New Zoomcar are expected to hold an aggregate of 10,548,221 shares of New Zoomcar common stock, or approximately 14.2% of the outstanding New Zoomcar common stock.
If we assume that IOAC’s public shareholders exercise redemption rights with respect to 370,285 public shares (maximum redemptions), and the full exercise of (i) public warrants to purchase New Zoomcar common stock and (ii) options and warrants to purchase shares of New Zoomcar that will be held by equity holders of Zoomcar and vesting of all RSUs, the ownership of New Zoomcar upon the Closing will be as follows:

IOAC’s public shareholders are expected to hold 13,840,136 shares of New Zoomcar common stock, or approximately 18.7% of the outstanding New Zoomcar common stock;

the Sponsor, together with its affiliates, is expected to hold 10,010,000 shares of New Zoomcar common stock, or approximately 13.6% of the outstanding New Zoomcar common stock, consisting of the following:

9,010,000 shares of New Zoomcar common stock, or approximately 12.2% of the outstanding New Zoomcar common stock, held by the Sponsor; and

1,000,000 shares of New Zoomcar common stock, or approximately 1.4% of the outstanding New Zoomcar common stock, held by Ananda Trust;

Investors in the Zoomcar 2023 Private Financing Transactions are expected to hold 4,196,279 shares of New Zoomcar common stock, or approximately 5.7% of the outstanding New Zoomcar common stock;

Cantor and CCM are expected to hold an aggregate of 100,000 shares of New Zoomcar common stock, or approximately 0.1% of the outstanding New Zoomcar common stock;

the former Zoomcar stockholders are expected to hold 45,635,729 shares of New Zoomcar common stock, or approximately 61.9% of the outstanding New Zoomcar common stock; and

the executive officers and directors of New Zoomcar are expected to hold an aggregate of 10,548,221 shares of New Zoomcar common stock, or approximately 14.3% of the outstanding New Zoomcar common stock.
 
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Additionally, as further described under the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Executive Compensation of Zoomcar — Executive Compensation after the Business Combination,” New Zoomcar currently anticipates, subject to approval by the New Zoomcar Board (or applicable committee thereof), New Zoomcar making certain equity-based grants and incentives to New Zoomcar executive officers, employees and service providers shortly after the Closing (which are expected to include grants of RSUs representing 8.5% of the aggregate number of New Zoomcar Common Shares issued and outstanding immediately after the Business Combination pursuant to grants under the Incentive Plan, subject, in all cases, to approval by New Zoomcar and applicable securities laws), which, along with vesting and settlement or exercise of any other equity or equity-based grants or issuances by New Zoomcar after the Closing, would result in dilution to public stockholders upon vesting and settlement or exercise thereof. Public stockholders will also experience dilution in ownership of New Zoomcar after the Closing as a result of future equity and equity-linked issuances by New Zoomcar, which the Company may grant or issue from time to time.
See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information and other Data.” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the percentage ownership set forth above will be different.
Refer to the pro forma New Zoomcar common stock issued and outstanding immediately after the Business Combination and Ananda Trust Investment in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Q:
WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?
A:
The parties currently expect that the Business Combination will be completed in the third quarter of 2023. However, neither IOAC nor Zoomcar can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of IOAC and Zoomcar could result in the Business Combination being completed at a different time or not at all. The outside date for consummation of the Business Combination is (x) six months from the date of execution of the Merger Agreement or (y) January 29, 2023 (the “Outside Date”), provided that, notwithstanding anything therein to the contrary, if IOAC obtains the approval of its shareholders for the Prescribed Extension (as defined in the Merger Agreement), then the Outside Date, automatically and without action on the part of any party, shall be extended for an additional period ending on the last date then in effect for IOAC to consummate its Business Combination during the Prescribed Extension Period. On July 20, 2023, IOAC held an extraordinary general meeting of shareholders, and the shareholders of IOAC approved an amendment to allow IOAC to extend the period in which it must complete a business combination up to three (3) times for an additional one (1) month each time from July 29, 2023 to October 29, 2023. Before the Business Combination can be completed, IOAC must obtain the approval of IOAC shareholders for each of the Required Proposals, Zoomcar must obtain the approval of its stockholders, and IOAC and Zoomcar must also satisfy other closing conditions. See “Proposal No. 3. — The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”
Q:
WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?
A:
If IOAC does not complete the Business Combination with Zoomcar for any reason, IOAC would need to search for another target business with which to complete a business combination. If IOAC does not complete the Business Combination with Zoomcar or a business combination with another target business by October 29, 2023, or such later date as may be approved by IOAC’s shareholders, IOAC must cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account, including interest earned on funds held in the Trust Account and not previously released to IOAC (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish IOAC’s public shareholder rights as members (including the right to receive further liquidation distributions, if any) and as promptly as reasonably possible following such redemption, subject to the approval of IOAC's remaining members and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor has no
 
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redemption rights in the event a business combination is not effected in the required time period and, accordingly, its founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to IOAC’s outstanding warrants. Accordingly, such warrants will expire worthless.
QUESTIONS AND ANSWERS ABOUT OUR EXTRAORDINARY GENERAL MEETING
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
A:
IOAC shareholders are being asked to vote on the following Proposals:
(1)
the NTA Proposal;
(2)
the Domestication Proposal;
(3)
the Business Combination Proposal;
(4)
the Organizational Documents Proposal;
(5)
the Advisory Charter Proposals;
(6)
the Nasdaq Proposal;
(7)
the Incentive Plan Proposal;
(8)
the Director Proposal; and
(9)
the Adjournment Proposal.
The Business Combination is conditioned upon the approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Proposal, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the approval of the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.
Q:
WHY IS IOAC PROPOSING THE NTA PROPOSAL?
A:
The adoption of the proposed amendments to remove the net asset test limitation from the Existing Organizational Documents is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public shareholders even if such redemptions result in IOAC having net tangible assets that are less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the ordinary shares are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the ordinary shares and the New Zoomcar common stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, IOAC is presenting the NTA Proposal so that the parties may consummate the Business Combination even if IOAC has $5,000,000 or less in net tangible assets following redemptions.
The approval of the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.
Q:
WHY IS IOAC PROPOSING THE DOMESTICATION PROPOSAL?
A:
The IOAC Board believes that there are significant advantages to New Zoomcar that will arise as a result of a change of domicile to Delaware, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.” The IOAC Board believes that any direct benefit that Delaware law
 
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provides to a corporation also indirectly benefits stockholders, who are the owners of the corporation. Additionally, Zoomcar has required the Domestication as a condition to consummating the Business Combination.
To effect the Domestication, IOAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which IOAC will be domesticated and continue as a Delaware corporation, at which time IOAC will change its name to “Zoomcar Holdings, Inc.”
The approval of the Domestication Proposal is a condition to the Closing. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.
Q:
HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, WARRANTS AND UNITS?
A:
On the effective date of the Domestication, (a) each outstanding Class A ordinary share will automatically convert into one share of New Zoomcar common stock, (b) each outstanding Class B ordinary share will automatically convert into one share of New Zoomcar common stock, (c) the outstanding warrants to purchase Class A ordinary shares will be converted to become exercisable, 30 days following the Closing, at the same per share exercise price and for the same number of shares of New Zoomcar common stock as in effect immediately prior to the Domestication. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit of IOAC (each of which currently consists of one Class A ordinary share of IOAC and one-half of one warrant to purchase one Class A ordinary share of IOAC) will be separated into its component share of common stock and one-half of one warrant.
Q:
WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION TO U.S. HOLDERS OF ORDINARY SHARES?
A:
For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Proposal No. 3 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to IOAC Shareholders.”
Q:
WHY IS IOAC PROPOSING THE BUSINESS COMBINATION PROPOSAL?
A:
IOAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (each, a “business combination”).
On October 29, 2021, IOAC completed its IPO, generating gross proceeds of $230,000,000 (including the full exercise of the underwriter’s over-allotment option). Since IOAC’s IPO, IOAC’s activity has been limited to the evaluation of business combination candidates. Zoomcar is a leading car sharing marketplace in emerging markets with an asset light model. Zoomcar currently has presence in three countries and more than 50 cities.
The IOAC Board and the board of directors of Zoomcar have approved the proposed Business Combination.
Based on its due diligence investigation of Zoomcar and the industry in which it operates, including the financial and other information provided by Zoomcar in the course of its negotiations in connection with the Merger Agreement, IOAC believes that the Business Combination with Zoomcar will provide IOAC shareholders with an opportunity to participate in the ownership of a company with significant growth potential.
 
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Q:
DID THE IOAC BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?
A:
Yes. A special committee of the IOAC Board consisting solely of independent directors (the “Special Committee”) received a fairness opinion from Houlihan Capital LLC (“Houlihan Capital”) as to the fairness, from a financial point of view, to IOAC’s unaffiliated security holders, of (1) the Business Combination and any related financing transactions and (2) the Ananda Trust Financing. For additional information, please see the section entitled “Proposal No. 3 — The Business Combination Proposal — Opinion of Houlihan Capital, as Financial Advisor to the Special Committee” and the opinion of Houlihan Capital attached hereto as Annex K for additional information.
Q: DO I HAVE REDEMPTION RIGHTS?
A:
If you are a holder of public shares, you have the right to demand that IOAC redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of IOAC’s IPO, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to IOAC to pay its taxes) upon the Closing (such rights, “redemption rights”).
Notwithstanding the foregoing, a holder of Class A ordinary shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.
Q:
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
A:
No. You may exercise your redemption rights whether you vote your ordinary shares for or against, or if you abstain from voting on, the Business Combination Proposal or any other Proposal. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their ordinary shares and no longer remain shareholders and subject to the terms and conditions of the Merger Agreement, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. Also, with fewer ordinary shares and public shareholders, the trading market for IOAC ordinary shares may be less liquid than the market for IOAC ordinary shares prior to the Business Combination and IOAC may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Zoomcar’s business will be reduced.
Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
A:
If you are a holder of ordinary shares and wish to exercise your redemption rights, you must demand that IOAC redeem your shares for cash no later than 5:00 p.m., Eastern Time on October 23, 2023 by delivering your share certificates (if any), and other redemption forms to the Transfer Agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Extraordinary General Meeting. Holders of units must elect to separate the underlying public shares and warrants prior to exercising redemption rights with respect to the ordinary shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so. Any holder of ordinary shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $30.6 million, or $11.29 per share, as of September 20, 2023, the record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to IOAC to pay its taxes, if any, will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of IOAC’s creditors, if any, which could have priority over the claims of IOAC’s
 
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public shareholders, regardless of whether such public shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the Extraordinary General Meeting.
If a holder of public shares properly makes a request for redemption and the certificates for the ordinary shares (if any) along with the redemption forms are delivered as described to the Transfer Agent as described herein, then, if the Business Combination is consummated, IOAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your public shares for cash.
Any request to redeem public shares, once made, may be withdrawn at any time, with IOAC’s consent, until the closing of the Business Combination. If IOAC receives valid redemption requests from holders of public shares prior to the redemption deadline, IOAC may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. IOAC may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where IOAC otherwise would not satisfy the Minimum Cash Condition. If a holder of public shares delivered its public shares for redemption to the Transfer Agent and decides within the required timeframe not to exercise its redemption rights, it may request that the Transfer Agent return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this joint proxy statement/consent solicitation statement/prospectus.
Q:
WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS THAT EXERCISE THEIR REDEMPTION RIGHTS?
A:
For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Proposal No. 3 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”
Q:
DO IOAC SHAREHOLDERS OR WARRANT HOLDERS OR ZOOMCAR STOCKHOLDERS HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED MERGER AND THE PROPOSED DOMESTICATION?
A:
Neither IOAC shareholders nor IOAC warrant holders have appraisal rights or dissenters’ rights in connection with the Domestication or the Merger under Cayman Islands law or under the DGCL.
Zoomcar stockholders will have appraisal rights in connection with the Business Combination. Holders of shares of Zoomcar stock who (i) do not consent to the adoption of the Merger Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to Zoomcar within 20 days after giving notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be “fair value.” See Section 262 of the DGCL attached as Annex L.
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE TRANSACTION?
A:
The net proceeds of IOAC’s initial public offering, together with funds raised from the sale of Private
 
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Placement Shares simultaneously with the consummation of IOAC’s initial public offering, was placed in the Trust Account immediately following IOAC’s initial public offering. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the ordinary shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of $12,100,000 as deferred underwriting commissions related to IOAC’s initial public offering) and, together with the proceeds of the Ananda Trust Investment and any Private Financing, will be deposited with New Zoomcar to be used for general corporate purposes.
Q:
WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC SHAREHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?
A:
IOAC’s public shareholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders.
If an IOAC public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. The 11,500,000 retained outstanding IOAC warrants would have had an aggregate value of $529,000 (based on the closing price of $0.046 per IOAC warrant on September 20, 2023). If a substantial number of, but not all, IOAC public shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional New Zoomcar Common Shares are issued.
Unless the NTA Proposal is approved, IOAC will not redeem its public shares in an amount that its (or New Zoomcar’s after giving effect to the transactions contemplated by the Merger Agreement) net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in the Existing Organizational Documents.
It is a condition, which may be waived by Zoomcar, that IOAC shall have, at the Closing, at least $50,000,000 in cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) and any proceeds from the Financing Transactions (excluding the Ananda Trust Investment and any Private Financing), after payment of IOAC’s and Zoomcar’s expenses and liabilities due at the Closing.
The below table shows the anticipated share ownership of various holders of New Zoomcar common stock upon closing of the Business Combination in the no redemption, 25% redemption, 50% redemption, 75% redemption and maximum redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of IOAC or Zoomcar, (ii) neither the Sponsor nor any of Zoomcar’s current stockholders purchase IOAC public shares in the open market, (iii) no IOAC warrants are exercised, (iv) no Zoomcar warrants are exercised, and (v) Ananda Trust does not purchase IOAC shares in the open market between the date of the Ananda Trust Subscription Agreement and the close of business on the third trading day prior to the Extraordinary General Meeting of IOAC’s shareholders called in connection with the Business Combination.
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
 
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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
If the Business Combination is completed notwithstanding redemptions, New Zoomcar will have fewer public shares outstanding and fewer public stockholders. With fewer public shares and public stockholders, the trading market for New Zoomcar common stock may be less liquid than the market for IOAC’s public shares was prior to the Business Combination and New Zoomcar may not be able to meet the listing standards for Nasdaq. In addition, with fewer funds available from the Trust Account, the working capital infusion from the trust account into Zoomcar’s business will be reduced. See “Risk Factors” for more details.
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?
A:
The Sponsor owns of record and is entitled to vote an aggregate of approximately 76.2% of the outstanding IOAC ordinary shares. The Sponsor has agreed, among other things, to (i) vote all ordinary shares of IOAC held by the Sponsor at any meeting of the shareholders of IOAC in favor of the approval and adoption of the Merger Agreement and the Business Combination; and (ii) not to redeem or transfer any of the shares held by the Sponsor, or deposit into a voting trust or enter into a voting agreement in a manner inconsistent with the Sponsor Support Agreement. See also “Certain Relationships and Related Party Transactions — Sponsor Support Agreement.”
Q:
WHAT CONSTITUTES A QUORUM AT THE EXTRAORDINARY GENERAL MEETING?
A:
The holders of one-third of the issued and outstanding IOAC ordinary shares entitled to vote at the Extraordinary General Meeting must be present, in person or virtually or represented by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy at the Extraordinary General Meeting to constitute a quorum and in order to conduct business at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Sponsor, which currently owns approximately 76.2% of the issued and outstanding IOAC ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the Extraordinary General Meeting has power to adjourn the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, in addition to the shares held by the Sponsor, holders of no additional IOAC ordinary shares would need to be present to achieve a quorum.
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING?
A:
The NTA Proposal:
The approval of the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The NTA Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the NTA Proposal will have no effect, even if approved by IOAC’s shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the NTA Proposal. In
 
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addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the NTA Proposal for it to be approved.
The Domestication Proposal:
The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by IOAC’s shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Domestication Proposal. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Domestication Proposal for it to be approved.
The Business Combination Proposal:
The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. IOAC shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If IOAC shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the Sponsor Support Agreement and as further discussed in the section entitled “The Merger Agreement — Related Agreements — Sponsor Support Agreement,” the Sponsor, has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Business Combination Proposal. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Business Combination Proposal for it to be approved.
The Organizational Documents Proposal:
The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by IOAC’s shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Organizational Documents Proposal. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Organizational Documents Proposal for it to be approved.
The Advisory Charter Proposals:
The approval of any of the Advisory Charter Proposals require an ordinary resolution under Cayman Islands law but is not required by Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, IOAC is required to submit these provisions to its shareholders separately for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on IOAC or the IOAC Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Organizational Documents Proposal). Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Advisory
 
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Charter Proposals. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Advisory Charter Proposals for them to be approved.
The Nasdaq Proposal:
The approval of the Nasdaq Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Nasdaq Proposal is conditioned on the approval of the Organizational Documents Proposal, and, therefore, also conditioned on approval of the Domestication Proposal and the Business Combination Proposal. Therefore, if any of the Domestication Proposal, the Business Combination Proposal or the Organizational Documents Proposal are not approved, the Nasdaq Proposal will have no effect, even if approved by IOAC’s shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Nasdaq Proposal. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Nasdaq Proposal for it to be approved.
The Incentive Plan Proposal:
The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Incentive Plan Proposal is conditioned on the approval of the Nasdaq Proposal and, therefore, also conditioned on the approval of the Domestication Proposal, the Business Combination Proposal, and the Organizational Documents Proposals. Therefore, if any of those proposals are not approved, the Incentive Plan Proposal will have no effect, even if approved by IOAC’s shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Incentive Plan Proposal. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Incentive Plan Proposal for it to be approved.
The Director Proposal:
The approval of the Director Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Director Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, and the Organizational Documents Proposals. Therefore, if any of those proposals are not approved, the Director Proposal will have no effect, even if approved by IOAC’s shareholders. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote shares representing approximately 76.2% of the aggregate voting power of the IOAC ordinary shares in favor of the Director Proposal. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of the Director Proposal for it to be approved.
The Adjournment Proposal:
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned upon any other Proposal. Assuming that all of the shares held by the Sponsor and IOAC’s directors and executive officers are voted in favor of the Adjournment Proposal, no additional shares would need to be voted in favor of the Adjournment Proposal for it to be approved.
 
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Q:
DO ANY OF IOAC’S SPONSOR, DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF IOAC SHAREHOLDERS?
A:
IOAC’s Sponsor, executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of IOAC’s shareholders generally. The IOAC Board and the members of the Special Committee were aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement and the transactions contemplated thereby be approved by the shareholders of IOAC. These interests include, among other things:

If IOAC does not consummate a business combination by October 29, 2023 (unless such date is extended in accordance with the Existing Organizational Documents), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the founder shares, all of which are held by the Sponsor, would be worthless because following the redemption of the public shares IOAC would likely have few, if any, net assets and because the holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete a Business Combination within the required period.

The Sponsor purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000, or approximately $0.003 per share. The Sponsor currently holds 8,050,000 founder shares. Such shares, if unrestricted and freely tradable, would have had aggregate market value of $90,562,500 based upon the closing price of $11.25 per public share on Nasdaq on September 20, 2023, the record date. Given such shares will be subject to lock-up restrictions, we believe such shares have less value. Such shares will become worthless if IOAC does not complete a business combination by October 29, 2023 (or such later date as approved by IOAC’s shareholders).

The Sponsor purchased 960,000 Private Placement Shares for an aggregate purchase price of $9,600,000, or $10.00 per share. Such shares, if unrestricted and freely tradable, would have had aggregate market value of $10,800,000 based upon the closing price of $11.25 per public share on Nasdaq on September 20, 2023, the record date. Given such shares will be subject to lock-up restrictions, we believe such shares have less value. Such shares will become worthless if IOAC does not complete a business combination by October 29, 2023 (or such later date as approved by IOAC’s shareholders).

Following the Closing, the Sponsor (or an affiliate of the Sponsor) would be entitled to the repayment of loans and advances that have been made to IOAC to fund operating costs. On September 7, 2022, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “September 2022 Note”), in the amount of up to $500,000 to Ananda Trust, an affiliate of the Sponsor and of Mohan Ananda and Elaine Price, Chief Executive Officer and Chief Financial Officer of IOAC, respectively. The September 2022 Note bears no interest, and the principal balance is payable on the date of the consummation of IOAC’s initial business combination. On or before the maturity date, Ananda Trust has the option to convert all or any portion of the principal outstanding under the September 2022 Note into Class A ordinary shares of IOAC at a conversion price of $10.00 per share. The terms of such shares, if any, would be identical to the terms of the Private Placement Shares. On January 3, 2023, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “January 2023 Note”), in the amount of up to $500,000 to Ananda Trust. The January 2023 Note bears no interest, and it is non-convertible. The principal balance is payable on the date of the consummation of IOAC’s initial business combination. On May 10, 2023, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “May 2023 Note”), in the amount of up to $500,000 to the Sponsor. The May 2023 Note bears no interest, and it is non-convertible. The principal balance is payable on the date of the consummation of IOAC’s initial business combination. On August 18, 2023, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “August 2023 Note”), in the amount of up to $500,000 to the Sponsor. The August 2023 Note bears no interest, and it is non-convertible. The principal balance is payable on the date of the
 
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consummation of IOAC’s initial business combination. As of August 31, 2023, there was $1,625,000 outstanding under promissory notes to fund operating costs, including $500,000 under the September 2022 Note. $500,000 under the January 2023 Note, $500,000 under the May 2023 Note and $125,000 under the August 2023 Note. If IOAC fails to complete an initial business combination by October 29, 2023, IOAC may use a portion of the funds held outside the Trust Account to repay such loans, but no proceeds held in the Trust Account can be used to repay such loans. If the Business Combination or another initial business combination is not consummated, the September 2022 Note and the January 2023 Note may not be repaid to Ananda Trust, in whole or in part, and the May 2023 Note and August 2023 Note may not be repaid to the Sponsor, in whole or in part.

On January 19, 2023, IOAC issued an unsecured promissory note (the “First Extension Note”) to the Sponsor. As of August 31, 2023, $990,000 was outstanding under the First Extension Note. On July 20, 2023, IOAC issued an unsecured promissory note (the “Second Extension Note”) to the Sponsor. As of August 31, 2023, $162,624 was outstanding under the Second Extension Note. If the Business Combination or another initial business combination is not consummated, the First Extension Note and the Second Extension Note may not be repaid to Sponsor, in whole or in part.

The Sponsor and IOAC’s officers and directors will lose their entire equity investment, an aggregate of $9,625,000, comprised of the $25,000 purchase price for the founder shares and the $9,600,000 purchase price for the Private Placement Shares, in IOAC if an initial business combination is not completed by October 29, 2023 (or such later date as approved by IOAC’s shareholders).

The Sponsor and IOAC’s officers and directors can earn a positive rate of return on their investment, even if other IOAC shareholders experience a negative rate of return in the post-business combination company.

Ananda Trust, an affiliate of (i) the Sponsor, (ii) Mohan Ananda, the Chief Executive Officer of IOAC and (iii) Elaine Price, the Chief Financial Officer of IOAC, entered into the Ananda Trust Subscription Agreement to subscribe for 1,000,000 newly issued shares of New Zoomcar common stock at a purchase price of $10.00 per share, contingent upon the Closing. Furthermore, simultaneously with the signing of the Merger Agreement, Ananda Trust completed the Ananda Trust Investment in an aggregate amount of $10,000,000, in exchange for the Ananda Trust Note. Ananda Trust’s payment obligations under the Ananda Trust Subscription Agreement will be offset against the repayment obligations of Zoomcar under the Ananda Trust Note upon the Closing. If the Business Combination does not close by the one-year anniversary of the Ananda Trust Investment, the Ananda Trust Note would be converted into shares of Zoomcar. Other than the Ananda Trust Investment, none of the Sponsor or IOAC’s officers or directors have any financial interest in Zoomcar.

Mohan Ananda, Chairman and Chief Executive Officer of IOAC, may be deemed to have or share beneficial ownership of the founder shares and Private Placement Shares held directly by the Sponsor by virtue of his role as manager of the Sponsor.

IOAC’s existing directors and officers will be eligible for continued indemnification and continued coverage under IOAC’s directors’ and officers’ liability insurance for a period of six years after the Business Combination.

The Sponsor (including its representatives and affiliates) and certain of IOAC’s officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, if any of its officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. IOAC does not believe, however, that any fiduciary duties or contractual obligations of its officers had any impact on its search for a potential business combination. IOAC’s Existing Organizational Documents provide that IOAC renounces its interest in any corporate opportunity offered to any director or officer to the fullest extent permitted by applicable law. IOAC is not aware of any such corporate opportunities not being offered to it, nor does IOAC believe that the limitation of the application of the corporate
 
29

 
opportunity doctrine in IOAC’s Existing Organizational Documents had any impact on its search for a potential business combination.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to IOAC if and to the extent any claims by a vendor for services rendered or products sold to IOAC, or a prospective target business with which IOAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriter of IOAC’s initial public offering against certain liabilities, including liabilities under the Securities Act.

Following consummation of the Business Combination, the Sponsor, IOAC’s officers and directors and their respective affiliates would be entitled to reimbursement for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by IOAC from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of August 31, 2023, an aggregate amount of approximately $2,777,624 had been incurred or accrued in respect of such reimbursement obligations, comprised of $1,625,000 outstanding under promissory notes to fund operating costs, $990,000 outstanding under the First Extension Note and $162,624 outstanding under the Second Extension Note. IOAC expects additional amounts not to exceed approximately $81,312 (representing up to one additional installment of $81,312 for an additional monthly extension) to be accrued under the Second Extension Note prior to Closing. However, if IOAC fails to consummate a business combination within the required period, the Sponsor and IOAC’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement. There have been no material out-of-pocket expenses subject to reimbursement to date and IOAC does not anticipate any such expenses prior to Closing.

Up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to IOAC may be converted into IOAC ordinary shares at a price of $10.00 per share at the option of the lender. As of August 31, 2023, no amount is outstanding under any such working capital loans.

Under the terms of the Amended and Restated Registration Rights Agreement, New Zoomcar will grant holders of IOAC founder shares certain customary demand, shelf and piggyback registration rights with respect to their shares of New Zoomcar common stock.
Q:
WHAT DO I NEED TO DO NOW?
A:
After carefully reading and considering the information contained in this joint proxy statement/consent solicitation statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Extraordinary General Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
Q:
HOW DO I VOTE?
A:
If you are a shareholder of record of IOAC as of September 20, 2023 (the “record date”) you may submit your proxy before the Extraordinary General Meeting in any of the following ways, if available:

use the toll-free number shown on your proxy card;

visit the website shown on your proxy card to vote via the internet; or

complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
If you are a shareholder of record of IOAC as of the record date, you may also cast your vote at the Extraordinary General Meeting.
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.
 
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“Street name” shareholders who wish to vote at the Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.
Q:
WHEN AND WHERE IS THE EXTRAORDINARY GENERAL MEETING?
A:
The Extraordinary General Meeting will be held on October 25, 2023, at 11:00 a.m. local time at the offices of McDermott Will & Emery LLP, located at Vanderbilt Ave, New York, New York 10017, or such other date, time, and place to which such meeting may be adjourned. You may attend the Extraordinary General Meeting and vote your shares electronically during the Extraordinary General Meeting via live webcast by visiting https://web.lumiagm.com/#/228230513 (password: innovative2023). You will need the meeting control number that is printed on your proxy card to enter the Extraordinary General Meeting. All IOAC shareholders as of the record date, or their duly appointed proxies, may attend the Extraordinary General Meeting.
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to IOAC or by voting at the Extraordinary General Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the Extraordinary General Meeting, but are not a shareholder of record because you hold your shares in “street name,” please have evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you at the Extraordinary General Meeting.
Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular Proposal for which the broker does not have discretionary voting power.
If you are an IOAC shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the proposals.
Q:
WHAT IF I ATTEND THE EXTRAORDINARY GENERAL MEETING AND ABSTAIN OR DO NOT VOTE?
A:
For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.
If you are an IOAC shareholder that attends the Extraordinary General Meeting and fails to vote on the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.
Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
A:
If you sign and return your proxy card without indicating how to vote on any particular Proposal, the IOAC shares represented by your proxy will be voted as recommended by the IOAC Board with respect to such Proposal.
 
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Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
A:
Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may do this in one of three ways:

filing a notice with IOAC or its proxy solicitor;

mailing a new, subsequently dated proxy card; or

by attending the Extraordinary General Meeting and electing to vote your shares.
If you are a shareholder of record of IOAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Innovative International Acquisition Corp., 24681 La Plaza, Suite 300, Dana Point, CA 92629, and it must be received at any time before the vote is taken at the Extraordinary General Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. Eastern time on October 24, 2023, or by voting at the Extraordinary General Meeting. Simply attending the Extraordinary General Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your IOAC ordinary shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE EXTRAORDINARY GENERAL MEETING?
A:
If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and consummated, you will become a stockholder and/or warrant holder of New Zoomcar. Failure to take any action with respect to the Extraordinary General Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not consummated, you will continue to be a shareholder of IOAC while IOAC searches for another target business with which to complete a business combination.
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
A:
If you have questions about the Proposals or if you need additional copies of the joint proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact IOAC’s proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: IOAC.info@investor.morrowsodali.com
To obtain timely delivery, IOAC’s shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting.
You may also obtain additional information about IOAC from documents filed with the SEC by following the instructions in the section entitled “Additional Information.”
 
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If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to the Transfer Agent at least two business days prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:
Equiniti Trust Company, LLC
6201 15th Ave Ste 3K
Brooklyn, New York 11219
Tel.: +1 (800) 937-5449
 
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SUMMARY OF THE JOINT PROXY STATEMENT/CONSENT SOLICITATION
STATEMENT/PROSPECTUS
This summary highlights selected information from this joint proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Merger, you should read this joint proxy statement/consent solicitation statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the legal document that governs the Merger and the other transactions that will be undertaken in connection with the Merger. The Merger Agreement is also described in detail in this joint proxy statement/consent solicitation statement/prospectus in the section entitled “Proposal No. 3 — The Business Combination Proposal — The Merger Agreement.”
The Parties to the Business Combination
Innovative International Acquisition Corp. (“IOAC”)
Innovative International Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On October 29, 2021, IOAC completed its initial public offering of 23,000,000 units (including 3,000,000 units offered in connection with the full exercise of underwriter’s over-allotment options), with each unit consisting of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of the IPO and the over-allotment option, IOAC consummated the private placement of an aggregate of 1,060,000 Private Placement Shares to the Sponsor, Cantor and CCM at a purchase price of $10.00 per private placement share. A total of $234,600,000 of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the Private Placement Shares in the private placement, was initially placed in a trust account for the benefit of the purchasers of the units in IOAC’s initial public offering.
Since the completion of the IPO, IOAC’s activity has been limited to the evaluation of business combination candidates.
On January 19, 2023, IOAC’s shareholders approved the First Extension Amendment, extending the date by which IOAC must consummate its initial business combination from January 29, 2023 to July 29, 2023 (or such earlier date as determined by the IOAC Board). In connection with the First Extension Amendment, IOAC shareholders holding 19,949,665 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $206.5 million (approximately $10.35 per public share redeemed) was removed from the Trust Account to pay such holders. In connection with the First Extension Amendment, on January 19, 2023, IOAC issued a promissory note (the “First Extension Note”) in the aggregate principal amount of up to $990,000 (the “First Extension Funds”) to the Sponsor, pursuant to which the Sponsor agreed to provide IOAC with equal installments of the Extension Funds, or $165,000, to be deposited into the Trust Account for each month in which the date by which IOAC must consummate its initial business combination is extended, from January 29, 2023 until July 29, 2023.
On July 20, 2023, IOAC’s shareholders approved the Second Extension Amendment, extending the date by which IOAC must consummate its initial business combination from July 29, 2023 to October 29, 2023 (or such earlier date as determined by the IOAC Board). If IOAC’s initial business combination is not consummated by October 29, 2023, then IOAC’s existence will terminate, and IOAC will distribute amounts in the Trust Account as provided in the Existing Organizational Documents. In connection with the Second Extension Amendment, IOAC shareholders holding 339,914 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $3.78 million (approximately $11.13 per public share redeemed) was removed from the Trust Account to pay such holders and approximately $30.17 million remained in the Trust Account as of July 25, 2023. In connection with the Second Extension Amendment, on July 20, 2023, IOAC issued a promissory note (the “Second Extension Note”) in the aggregate principal amount of up to $180,000 (the “Second Extension Funds”) to the Sponsor, pursuant to which the Sponsor agreed to provide IOAC with equal installments
 
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of the Second Extension Funds, or $90,000, to be deposited into the Trust Account for the first two months in which the date by which IOAC must consummate its initial business combination is extended past July 29, 2023. As of August 31, 2023, IOAC has approximately $30.6 million in the Trust Account.
The Existing Organizational Documents provide for the return of the proceeds of IOAC’s initial public offering held in the trust account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in IOAC’s case, October 29, 2023 or such later date as may be approved by IOAC’s shareholders). IOAC intends to consummate the Business Combination as soon as practicable and will not use the full amount of time through October 29, 2023, or such later date as may be approved by IOAC’s shareholders, to consummate the Business Combination unless necessary.
IOAC’s units, ordinary shares, and warrants are listed on Nasdaq under the symbols “IOACU,” “IOAC,” and “IOACW,” respectively.
IOAC’s principal executive office is located at 24681 La Plaza Ste 300, Dana Point, CA 92629, and its telephone is (805) 907-0597.
Innovative International Merger Sub, Inc. (“Merger Sub”)
Merger Sub is a Delaware corporation and a wholly-owned subsidiary of IOAC. Merger Sub does not own any material assets or operate any business. After the consummation of the Business Combination, Merger Sub will cease to exist because it will have merged with and into Zoomcar in the Merger.
Zoomcar, Inc. (“Zoomcar”)
Zoomcar is a leading emerging-market-focused peer-to-peer car sharing marketplace, with approximately 21,000 vehicles registered through its platform. Zoomcar was founded in 2012 and is headquartered in Bangalore, India. Zoomcar’s marketplace is 100% asset-light; all vehicles available through the platform are provided by third-party “Hosts” who are able to earn money by sharing their vehicles for use by “Guests” who book rentals on the platform. Since Zoomcar’s inception, approximately 7 million bookings have been completed on its platform. This platform-based, peer-to-peer business model, through which revenues are allocated between Zoomcar and vehicle hosts, is broadly similar to disruptive business models being employed in the hospitality, real estate and other industries to facilitate cost-effective, efficient and user-friendly ways to connect people and resources to solve problems.
Zoomcar’s principal executive office is located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008, and its telephone is +91 99454-8382 (India) and (917) 693-2861 (United States).
The Merger Agreement
The terms and conditions of the Business Combination are contained in the Merger Agreement, in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A. IOAC encourages you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination. For more information on the Merger Agreement, see the section entitled “The Merger Agreement.”
Organizational Structure
The following diagrams illustrate the ownership structure of IOAC and Zoomcar as of the date of this joint proxy statement/consent solicitation statement/prospectus.
 
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Zoomcar
[MISSING IMAGE: fc_zoomcar-4c.jpg]
The following diagram illustrates the ownership structure of New Zoomcar immediately following consummation of the Business Combination, assuming that no IOAC shareholders exercise Redemption Rights.
[MISSING IMAGE: fc_zoomcarus-4c.jpg]
*   At the Closing, IOAC will change its name to “Zoomcar Holdings, Inc.” and adopt Nasdaq ticker symbols “ZCAR” and “ZCARW” for its common stock and warrants to purchase common stock, respectively.
Ownership of Zoomcar
As of the Zoomcar record date, there were 16,980,064 shares of Zoomcar common stock and 99,309,415 shares of Zoomcar Preferred Stock outstanding.
Ananda Trust Financing and Equity Commitments
Simultaneously with the execution of the Merger Agreement, on October 13, 2022, Ananda Trust entered into the Ananda Trust Subscription Agreement to subscribe for 1,000,000 newly issued shares of New Zoomcar common stock at a purchase price of $10.00 per share, contingent upon the Closing.
 
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Furthermore, simultaneously with the signing of the Merger Agreement, Ananda Trust completed the Ananda Trust Investment, in exchange for the Ananda Trust Note. At the Closing, Zoomcar’s repayment obligations under the Ananda Trust Note will be offset against Ananda Trust’s payment obligations under the Ananda Trust Subscription Agreement and Ananda Trust will receive newly issued shares of New Zoomcar common stock in accordance with the terms of the Ananda Trust Subscription Agreement.
The Ananda Trust Subscription Agreement includes registration rights obligations on the part of IOAC and is conditioned on the concurrent Closing and other customary closing conditions. Among other things, Ananda Trust will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). In the event that the Business Combination is not consummated, the Ananda Trust Note issued by Zoomcar in consideration of the Ananda Trust Investment will be exchanged for a new convertible promissory note issued by Zoomcar, and such note will be convertible upon the consummation of a subsequent financing of Zoomcar in which Zoomcar raises an aggregate of at least $5 million, and the Ananda Trust Subscription Agreement will terminate automatically.
For more information regarding the Ananda Trust Subscription Investment, see the section entitled “The Merger Agreement — Related Agreements — Ananda Trust Subscription Agreement.” See also the Ananda Trust Subscription Agreement attached to this joint proxy statement/consent solicitation statement/prospectus as Annex F, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
For more information regarding the Ananda Trust Subscription Investment, see the section entitled “The Merger Agreement — Related Agreements — Ananda Trust Note.”
Private Financing
Between March and August 2023, Zoomcar consummated closings of transactions qualifying as “Private Financing Transactions” under the Merger Agreement (collectively, the “Zoomcar 2023 Private Financing Transactions”), involving the issuance by Zoomcar of securities consisting of Zoomcar Convertible Notes in an aggregate principal amount of approximately $21.3 million as well as Zoomcar Warrants exercisable for Zoomcar common stock with an aggregate exercise price equal to the principal amount of each Zoomcar Convertible Note and a per-share exercise price equal to the conversion price of the Zoomcar Convertible Notes. Additionally, Zoomcar agreed to issue Zoomcar Warrants to Aegis Capital Corp., the placement agent for the financing, exercisable for 10% of the capital stock issuable upon conversion of the Zoomcar Convertible Notes and Zoomcar Warrants issued to the investors in the financing. The Zoomcar 2023 Private Financing Transactions also provided certain most favored nation features to the investors in the financing. For more information regarding the securities issued in the financing, see the section entitled “Description of Securities — Warrants — Zoomcar Warrants” and “Description of Securities — Convertible Notes.
Charter Amendment
Prior to the Closing, Zoomcar will solicit the approval of its stockholders to amend the Zoomcar Charter to, among other things, (i) incorporate terms that will provide for the automatic conversion of outstanding shares of Zoomcar Preferred Stock to Zoomcar Common Stock immediately prior to the Closing, (ii) effect a reverse stock split (at the discretion of the Zoomcar Board), (iii) clarify that accrued interest on convertible securities will be treated as consideration to Zoomcar for purposes of antidilution adjustments to the conversion ratios of outstanding Zoomcar Preferred Stock.
IOAC Extraordinary General Meeting and the Proposals
The Extraordinary General Meeting will be held on October 25, 2023, at 11:00 a.m., Eastern Time, in virtual format. For the purposes of the Existing Organizational Documents, the physical place of the meeting will be at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting by visiting https://web.lumiagm.com/#/228230513 (password: innovative2023) and using the control number that is printed on your proxy card. To register and receive access to the virtual meeting, registered
 
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shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.
At the Extraordinary General Meeting, IOAC’s shareholders will be asked to approve the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal (if necessary).
The IOAC Board has fixed the close of business on September 20, 2023 as the record date for determining the holders of IOAC ordinary shares entitled to receive notice of and to vote at the Extraordinary General Meeting. As of the record date, there were 11,820,421 IOAC ordinary shares outstanding and entitled to vote at the Extraordinary General Meeting. Each IOAC ordinary share entitles the holder to one vote at the Extraordinary General Meeting on each proposal to be considered at the Extraordinary General Meeting. As of the record date, the Sponsor and IOAC’s directors and officers and their affiliates owned and were entitled to vote 9,010,000 IOAC ordinary shares, representing approximately 76.2% of the IOAC ordinary shares outstanding on that date. IOAC currently expects that the Sponsor and its directors and officers will vote their shares in favor of the Proposals and, pursuant to the Insider Letter and the Sponsor Support Agreement, the Sponsor and directors and officers have agreed to do so. As of the record date, Zoomcar did not beneficially hold any IOAC ordinary shares.
The holders of one-third of the issued and outstanding IOAC ordinary shares entitled to vote at the Extraordinary General Meeting must be present, in person or virtually or represented by proxy or if a corporation or other non-natural person, by its duly authorized representative or proxy, at the Extraordinary General Meeting to constitute a quorum and in order to conduct business at the Extraordinary General Meeting.
Approval of the Business Combination Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of the NTA Proposal, the Domestication Proposal and the Organizational Documents Proposal each requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
The Business Combination is conditioned upon the approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Proposal, subject to the terms of the Merger Agreement. The Business Combination is not conditioned on the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.
Recommendation to IOAC’s Shareholders
The IOAC Board, based in part on the unanimous recommendation of the Special Committee, has determined that the Business Combination Proposal is in the best interests of IOAC and its shareholders, has approved IOAC’s entry into the Merger Agreement and the transactions contemplated thereby, and determined unanimously that each of the Proposals is fair to and in the best interests of IOAC and its shareholders and recommends that shareholders vote “FOR” the Domestication Proposal and “FOR” the Business Combination Proposal. The IOAC Board also recommends that shareholders vote “FOR” the NTA Proposal, “FOR” the Organizational Documents Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Nasdaq Proposal, “FOR” for the Incentive Plan Proposal, “FOR” the Director Proposal and “FOR” the Adjournment Proposal if presented to the Extraordinary General Meeting.
After careful consideration, the IOAC Board determined unanimously that each of the Proposals is fair to and in the best interests of IOAC and its shareholders. The IOAC Board has approved and declared advisable and unanimously recommends that you vote or give instructions to vote “FOR” each of these Proposals.
 
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For a description of various factors considered by the IOAC Board in reaching its decision to recommend in favor of voting for each of the Proposals to be presented at the Extraordinary General Meeting of IOAC’s shareholders, see the sections herein regarding each of the Proposals.
The IOAC Board’s Reasons for Approval of the Business Combination
The IOAC Board, in evaluating the Business Combination, consulted with IOAC management and its financial, legal and other advisors. In reaching its unanimous resolution (i) that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Domestication, are advisable and in the best interests of IOAC and (ii) to recommend that the IOAC shareholders adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement, the IOAC Board considered the unanimous recommendation of the Special Committee and a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the IOAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The IOAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by the IOAC Board, respectively. In addition, individual directors may have given different weight to different factors. For more information, see the section entitled “The Merger Agreement — Recommendation of the Special Committee and IOAC Board and Reasons for Approval of the Business Combination.” This explanation of IOAC’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”
The IOAC Board also gave consideration to certain risks related to the Business Combination, which are described in this joint proxy statement/consent solicitation statement/prospectus under the caption “Risk Factors.”
Certain Regulatory Approvals
The parties agreed to use their respective reasonable best efforts to promptly file all notices, reports and other documents required to be filed by such party with any governmental authority with respect to the Business Combination and the Domestication, and to submit promptly any additional information requested by any such governmental authority. The parties agreed to use their respective reasonable best efforts to promptly obtain all authorizations, approvals, clearances, consents, actions or non-actions of any governmental authority in connection with the applicable filings, applications or notifications. Each party will promptly inform the other parties of any material communication between itself or its representatives and any governmental authority regarding the Business Combination. If a party or any of its affiliates receives any request for supplemental information or documentary material from any governmental authority with respect to the Business Combination, then the party, to the extent necessary and advisable, shall provide a reasonable response to such request as promptly as reasonably practicable.
Conditions to Closing
The Closing is subject to certain customary conditions, including, among other things, the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of IOAC and the stockholders of Zoomcar; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) obtaining all consents required by any governmental authority or from third parties; (iv) no law or order preventing the Business Combination; (v) IOAC having net tangible assets of at least $5,000,001 upon the Closing, after giving effect to redemptions; (vi) consummation of the Domestication; (vii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement; and (viii) this Registration Statement having been declared effective by the SEC. The parties expect to waive condition (v) set forth above.
Termination
The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of IOAC and Zoomcar; (ii) by either
 
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party in the case that any of the conditions to the Closing have not been satisfied or waived by the earlier of (x) six months from the date of execution of the Merger Agreement or (y) January 29, 2023 (the “Outside Date”), provided that, notwithstanding anything therein to the contrary, if IOAC obtains the approval of its shareholders for the Prescribed Extension (as defined in the Merger Agreement), then the Outside Date, automatically and without action on the part of any party, shall be extended for an additional period ending on the last date then in effect for IOAC to consummate its Business Combination during the Prescribed Extension Period; (iii) by either IOAC or Zoomcar if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable (and so long as the terminating party’s failure to comply with any provision of the Merger Agreement has not been a substantial cause of, or substantially resulted in, such action by such governmental authority); (iv) by either IOAC or Zoomcar in the event of the other party’s uncured breach, if such breach would result in the failure of a closing condition (and so long as the terminating party is not also in breach under the Merger Agreement); (v) by either IOAC or Zoomcar if the shareholders of IOAC do not approve the Merger Agreement and the Business Combination at an extraordinary general meeting held by IOAC; and (vi) by either IOAC or Zoomcar if (a) Zoomcar holds a general meeting or special meeting of stockholders, as applicable, to approve the Merger Agreement and the Business Combination or (b) Zoomcar solicits the written consent of the stockholders in lieu of a meeting of stockholders, and the 60th day following the first date on which a consent in response to such solicitation was delivered to Zoomcar has passed, and such approval is not obtained.
Date, Time and Place of Extraordinary General Meeting of IOAC’s Shareholders
The Extraordinary General Meeting will be held on October 25, 2023, at 11:00 a.m., Eastern Time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or such other date, time, and place to which such meeting may be adjourned. You may attend the Extraordinary General Meeting and vote your shares electronically during the Extraordinary General Meeting via live webcast by visiting https://web.lumiagm.com/#/228230513 (password: innovative2023). You will need the meeting control number that is printed on your proxy card to enter the Extraordinary General Meeting.
Voting Power; Record Date
IOAC has fixed the close of business on September 20, 2023 as the “record date” for determining IOAC shareholders entitled to notice of and to attend and vote at the Extraordinary General Meeting. As of the close of business on the record date, there were 11,820,421 IOAC ordinary shares, consisting of (i) 3,770,421 Class A ordinary shares and (ii) 8,050,000 Class B ordinary shares, outstanding and entitled to vote. Each IOAC ordinary share is entitled to one vote per share at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted.
Quorum and Vote of IOAC Shareholders
A quorum of IOAC shareholders is necessary to hold a valid meeting of shareholders. The presence, in person or by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of one-third of the outstanding ordinary shares entitled to vote constitutes a quorum.
The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal, respectively, requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by IOAC’s shareholders present in person (including virtually) or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).
The approval of each of the NTA Proposal, the Domestication Proposal and the Organizational Documents Proposal requires a special resolution, being the affirmative vote of a majority of at least two-thirds of the votes cast by IOAC’s shareholders present in person (including virtually) or represented by
 
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proxy at the Extraordinary General Meeting and entitled to vote on such matter (and absent shareholders, shareholders who are present but do not vote, blanks and abstentions are not counted).
Of the 11,820,421 IOAC ordinary shares outstanding and entitled to vote, approximately 76.2% are owned and entitled to be voted by the Sponsor and IOAC’s directors and executive officers and their affiliates. IOAC’s Sponsor has agreed to vote any IOAC ordinary shares held by it holds in favor of the transactions contemplated by the Merger Agreement. In addition to the shares held by the Sponsor, no additional shares would need to be voted in favor of each of the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal, in order for the proposed transaction to be approved.
Redemption Rights
Public shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any public shareholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to IOAC to pay its taxes, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
IOAC’s initial shareholders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.
IOAC shareholders will be entitled to receive cash for any public shares to be redeemed only if such holders:
(i)
hold (a) public shares or (b) units and elect to separate such units into the underlying public shares and warrants prior to exercising such redemption rights with respect to the public shares; and
(ii)
prior to 5:00 p.m., Eastern Time, on October 23, 2023, (a) submit a written request to the transfer agent that IOAC redeem such public shares for cash and (b) deliver share certificates for such public shares (if any) to the transfer agent, physically or electronically through DTC.
Any request to redeem public shares, once made, may be withdrawn at any time, with IOAC’s consent, until the closing of the Business Combination. If IOAC receives valid redemption requests from holders of public shares prior to the redemption deadline, IOAC may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. IOAC may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where IOAC otherwise would not satisfy the Minimum Cash Condition. If a holder of public shares delivered its public shares for redemption to the transfer agent and decides within the required timeframe not to exercise its redemption rights, it may request that the transfer agent return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this joint proxy statement/consent solicitation statement/prospectus.
If the Business Combination is not approved or completed for any reason, then IOAC’s public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, IOAC will promptly return any shares previously delivered by public holders.
 
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If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if (a) you properly exercise your right to redeem the public shares that you will hold upon the Domestication, no later than the close of the vote on the Business Combination Proposal, and deliver your ordinary shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time, on October 23, 2023, and (b) the Business Combination is consummated.
In order for public shareholders to exercise their redemption rights in respect of the Business Combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the Domestication no later than the close of the vote on the Business Combination Proposal and deliver their ordinary shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time, on October 23, 2023. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of Article 49.5 of the Existing Organizational Documents of IOAC and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this joint proxy statement/consent solicitation statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, public shareholders who properly exercised their redemption rights in respect of their public shares shall be paid.
IOAC Appraisal Rights and Dissenters’ Rights
IOAC’s shareholders will not have appraisal rights or dissenters’ rights under Cayman Islands law or otherwise in connection with the Business Combination Proposal or the other Proposals.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. IOAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting — Revoking Your Proxy.”
Interests of IOAC’s Sponsor, Directors and Officers in the Business Combination
In considering the recommendation of the IOAC Board to vote in favor of approval of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal and the other Proposals, shareholders should keep in mind that the Sponsor and certain members of the IOAC Board and the Sponsor, including its directors and officers, have interests in such Proposals that are different from, or in addition to, those of IOAC’s shareholders generally. In particular:

If IOAC does not consummate a business combination by October 29, 2023 (unless such date is extended in accordance with the Existing Organizational Documents), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the founder shares, all of which are held by the Sponsor, would be worthless because following the redemption of the public shares IOAC would likely have few, if any, net assets and because the holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete a Business Combination within the required period.

The Sponsor purchased the founder shares prior to our initial public offering for an aggregate purchase price of $25,000, or approximately $0.003 per share. The Sponsor currently holds 8,050,000 founder shares. Such shares, if unrestricted and freely tradable, would have had aggregate market value of $90,562,500 based upon the closing price of $11.25 per public share on Nasdaq on September 20, 2023, the record date. Given such shares will be subject to lock-up restrictions, we believe such shares have less value. Such shares will become worthless if IOAC does not complete a business combination by October 29, 2023 (or such later date as approved by IOAC’s shareholders).
 
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The Sponsor purchased 960,000 Private Placement Shares for an aggregate purchase price of $9,600,000, or $10.00 per share. Such shares, if unrestricted and freely tradable, would have had aggregate market value of $10,800,000 based upon the closing price of $11.25 per public share on Nasdaq on September 20, 2023, the record date. Given such shares will be subject to lock-up restrictions, we believe such shares have less value. Such shares will become worthless if IOAC does not complete a business combination by October 29, 2023 (or such later date as approved by IOAC’s shareholders).

Following the Closing, the Sponsor (or an affiliate of the Sponsor) would be entitled to the repayment of loans and advances that have been made to IOAC to fund operating costs. On September 7, 2022, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “September 2022 Note”), in the amount of up to $500,000 to Ananda Trust, an affiliate of the Sponsor and of Mohan Ananda and Elaine Price, Chief Executive Officer and Chief Financial Officer of IOAC, respectively. The September 2022 Note bears no interest, and the principal balance is payable on the date of the consummation of IOAC’s initial business combination. On or before the maturity date, Ananda Trust has the option to convert all or any portion of the principal outstanding under the September 2022 Note into Class A ordinary shares of IOAC at a conversion price of $10.00 per share. The terms of such shares, if any, would be identical to the terms of the Private Placement Shares. On January 3, 2023, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “January 2023 Note”), in the amount of up to $500,000 to Ananda Trust. The January 2023 Note bears no interest, and it is non-convertible. The principal balance is payable on the date of the consummation of IOAC’s initial business combination On May 10, 2023, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “May 2023 Note”), in the amount of up to $500,000 to the Sponsor. The May 2023 Note bears no interest, and it is non-convertible. The principal balance is payable on the date of the consummation of IOAC’s initial business combination. On August 18, 2023, IOAC issued, with IOAC Board approval, an unsecured promissory note (the “August 2023 Note”), in the amount of up to $500,000 to the Sponsor. The August 2023 Note bears no interest, and it is non-convertible. The principal balance is payable on the date of the consummation of IOAC’s initial business combination. As of August 31, 2023, there was $1,625,000 outstanding under promissory notes to fund operating costs, including $500,000 under the September 2022 Note. $500,000 under the January 2023 Note, $500,000 under the May 2023 Note and $125,000 under the August 2023 Note. If IOAC fails to complete an initial business combination by October 29, 2023, IOAC may use a portion of the funds held outside the Trust Account to repay such loans, but no proceeds held in the Trust Account can be used to repay such loans. If the Business Combination or another initial business combination is not consummated, the September 2022 Note and the January 2023 Note may not be repaid to Ananda Trust, in whole or in part, and the May 2023 Note and August 2023 Note may not be repaid to the Sponsor, in whole or in part.

On January 19, 2023, IOAC issued an unsecured promissory note (the “First Extension Note”) to the Sponsor. As of August 31, 2023, $990,000 was outstanding under the First Extension Note. On July 20, 2023, IOAC issued an unsecured promissory note (the “Second Extension Note”) to the Sponsor. As of August 31, 2023, $162,624 was outstanding under the Second Extension Note. If the Business Combination or another initial business combination is not consummated, the First Extension Note and the Second Extension Note may not be repaid to Sponsor, in whole or in part.

The Sponsor and IOAC’s officers and directors will lose their entire equity investment, an aggregate of $9,625,000, comprised of the $25,000 purchase price for the founder shares and the $9,600,000 purchase price for the Private Placement Shares, in IOAC if an initial business combination is not completed by October 29, 2023 (or such later date as approved by IOAC’s shareholders).

The Sponsor and IOAC’s officers and directors can earn a positive rate of return on their investment, even if other IOAC shareholders experience a negative rate of return in the post-business combination company.

Ananda Trust, an affiliate of the Sponsor, and of Mohan Ananda and Elaine Price, the Chief Executive Officer and Chief Financial Officer of IOAC, respectively, entered into the Ananda Trust Subscription Agreement to subscribe for 1,000,000 newly issued shares of New Zoomcar common stock at a purchase price of $10.00 per share, contingent upon the Closing. Furthermore,
 
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simultaneously with the signing of the Merger Agreement, Ananda Trust completed the Ananda Trust Investment, in exchange for the Ananda Trust Note. Ananda Trust’s payment obligations under the Ananda Trust Subscription Agreement will be offset against the repayment obligations of Zoomcar under the Ananda Trust Note upon the Closing. If the Business Combination does not close by the one-year anniversary of the Ananda Trust Investment, the Ananda Trust Note would be converted into shares of Zoomcar. Other than the Ananda Trust Investment, none of the Sponsor or IOAC’s officers or directors have any financial interest in Zoomcar.

Mohan Ananda, Chairman and Chief Executive Officer of IOAC, may be deemed to have or share beneficial ownership of the founder shares and Private Placement Shares held directly by the Sponsor by virtue of his role as manager of the Sponsor.

IOAC’s existing directors and officers will be eligible for continued indemnification and continued coverage under IOAC’s directors’ and officers’ liability insurance for a period of six years after the Business Combination.

The Sponsor (including its representatives and affiliates) and certain of IOAC’s officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, if any of its officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. IOAC does not believe, however, that any fiduciary duties or contractual obligations of its officers had any impact on its search for a potential business combination. IOAC’s Existing Organizational Documents provide that IOAC renounces its interest in any corporate opportunity offered to any director or officer to the fullest extent permitted by applicable law. IOAC is not aware of any such corporate opportunities not being offered to it, nor does IOAC believe that the limitation of the application of the corporate opportunity doctrine in IOAC’s Existing Organizational Documents had any impact on its search for a potential business combination.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to IOAC if and to the extent any claims by a vendor for services rendered or products sold to IOAC, or a prospective target business with which IOAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriter of IOAC’s initial public offering against certain liabilities, including liabilities under the Securities Act.

Following consummation of the Business Combination, the Sponsor, IOAC’s officers and directors and their respective affiliates would be entitled to reimbursement for certain reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by IOAC from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of August 31, 2023, an aggregate amount of approximately $2,777,624 had been incurred or accrued in respect of such reimbursement obligations, comprised of $1,625,000 outstanding under promissory notes to fund operating costs, $990,000 outstanding under the First Extension Note and $162,624 outstanding under the Second Extension Note. IOAC expects additional amounts not to exceed approximately $81,312 (representing up to one additional installment of $81,312 for an additional monthly extension) to be accrued under the Second Extension Note prior to Closing. However, if IOAC fails to consummate a business combination within the required period, the Sponsor and IOAC’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement. There have been no material out-of-pocket expenses subject to reimbursement to date and IOAC does not anticipate any such expenses prior to Closing.

Up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to IOAC may be converted into IOAC ordinary
 
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shares at a price of $10.00 per share at the option of the lender. As of August 31, 2023, no amount is outstanding under any such working capital loans.

Under the terms of the Amended and Restated Registration Rights Agreement, New Zoomcar will grant holders of IOAC founder shares certain customary demand, shelf and piggyback registration rights with respect to their shares of New Zoomcar common stock.
Interests of Zoomcar’s Directors and Officers in the Business Combination
When Zoomcar Security Holders and other interested persons consider the recommendation of Zoomcar’s board of directors in favor of approval of the Business Combination, such persons should keep in mind that the directors and executive officers of Zoomcar may have interests in the Business Combination and other proposals that may be different from, or in addition to, those of Zoomcar Security Holders generally. These interests include, among other things:

that Greg Moran, David Ishag, Graham Gullans, Evelyn’ D’An and Swatick Majumdar are expected to serve as members of the board of directors of New Zoomcar after consummation of the Business Combination and, in their capacity as such, shall become entitled to any cash fees, stock options or stock awards that the New Zoomcar Board determines to pay its directors.

that Greg Moran, the current Chief Executive Officer of Zoomcar, Geiv Dubash, the current Chief Financial Officer of Zoomcar, and Hiroshi Nishijima, the current Chief Operating Officer of Zoomcar, are expected to serve as officers of New Zoomcar in the same respective role they currently hold with regard to Zoomcar.

that certain of Zoomcar’s executive officers intend to enter into employment arrangements that are expected to become effective in connection with the Business Combination as further described in the section entitled “Executive Compensation of Zoomcar — Employment Agreements with Our Named Executive Officers” of this joint proxy statement/consent solicitation statement/prospectus.

that, upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, Zoomcar’s executive officers are expected to receive grants of stock options and RSUs under the Incentive Plan from time to time.
Certain Other Benefits in the Business Combination
In addition to the interests of IOAC’s and Zoomcar’s directors and officers in the Business Combination, shareholders should be aware that Cantor and CCM have financial interests that are different from, or in addition to, the interests of our shareholders.
Cantor was an underwriter in IOAC’s IPO. Upon consummation of the Business Combination, Cantor is entitled to a deferred underwriting commission of $12,100,000. Cantor agreed to waive (pursuant to the Underwriting Agreement and for no further consideration) its rights to the deferred underwriting commission held in the Trust Account in the event IOAC does not complete an initial business combination by October 29, 2023 (or such later date as approved by IOAC’s shareholders). Accordingly, if the Business Combination or any other initial business combination, is not consummated by October 29, 2023 (or such later date as approved by IOAC’s shareholders) and IOAC is therefore required to be liquidated, Cantor will not receive any of the deferred underwriting commission and such funds will be returned to IOAC’s public shareholders upon its liquidation.
The aggregate amount of fees that will be payable to Cantor that are contingent on completion of an initial business combination is $12,100,000, the amount of the deferred underwriting commission payable to Cantor as the underwriter of the IPO.
Cantor therefore has an interest in IOAC completing a business combination that will result in the payment of such deferred underwriting commission. In considering the approval of the Business Combination, the IOAC shareholders should consider the roles of Cantor in light of the deferred underwriting commission Cantor is entitled to receive if a business combination is consummated by October 29, 2023 (or such later date as approved by IOAC’s shareholders) and the other benefits that Cantor would retain upon IOAC’s consummation of a business combination.
 
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Additionally, Cantor and CCM purchased an aggregate of 100,000 Private Placement Shares, at a price of $10.00 per share ($1,000,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Of those 100,000 Private Placement Shares, CCM purchased 30,000 shares and Cantor purchased 70,000 shares. Such shares, if unrestricted and freely tradable, would have had aggregate market value of $1,125,000 based upon the closing price of $11.25 per public share on Nasdaq on September 20, 2023, the record date. Given such shares will be subject to lock-up restrictions, we believe such shares have less value. However, such shares will become worthless if IOAC does not complete a business combination by October 29, 2023 (or such later date as approved by IOAC’s shareholders).
Additionally, CCM, an affiliate of a passive member of the Sponsor, will be entitled to receive the following compensation upon the Closing:

Pursuant to an engagement letter, dated March 12, 2021, by and between IOAC and CCM, CCM is entitled to a deferred fee from the IPO of $3,630,000, which is payable only upon the completion of a business combination. Accordingly, if the Business Combination or any other initial business combination, is not consummated by October 29, 2023 (or such later date as approved by IOAC’s shareholders) and IOAC is therefore required to be liquidated, CCM will not receive such fee.

Pursuant to an engagement letter, dated as of July 18, 2022 (the “Zoomcar-CCM Engagement Letter”), by and between Zoomcar and CCM, CCM is entitled to the following compensation upon the Closing (collectively, the “CCM Zoomcar Fees”):
   1)
A cash fee of 1.25% of the pre-money equity value of Zoomcar immediately prior to the Closing (which, pursuant to Zoomcar’s pre-money equity value of $350,000,000, would have a value of $4,375,000);
   2)
A fee, payable in equity, of 1.25% of the maximum amount of any earnout or contingent payments payable by IOAC in the Business Combination (which, assuming a value of $10 per Earnout Share, would have a value of $2,500,000); and
   3)
A cash fee of 4% of the gross proceeds received by Zoomcar from investors in a private placement.
On January 19, 2023, the Sponsor issued promissory notes to passive investors in the Sponsor that are managed by an affiliate of CCM in an aggregate amount of $495,000 (the “First PI Extension Note”). On July 20, 2023, the Sponsor issued promissory notes to passive investors in the Sponsor that are managed by an affiliate of CCM in an aggregate amount of $90,000 (the “Second PI Extension Note” and together with the First PI Extension Note, the “PI Extension Notes”). As of August 31, 2023, an aggregate of $990,000 (of which $495,000 was borrowed under the First PI Extension Note) was drawn on the First PI Extension Note and deposited into the Trust Account to pay for six monthly extensions, and an aggregate of $162,624 (of which $81,312 was borrowed under the Second PI Extension Note) was drawn on the Second Extension Note and deposited into the Trust Account to pay for two monthly extensions.
On May 10, 2023, the Sponsor issued promissory notes to passive investors in the Sponsor that are managed by an affiliate of CCM, in an aggregate amount of $500,000 (the “First PI Working Capital Note”). On August 18, 2023, the Sponsor issued promissory notes to passive investors in the Sponsor that are managed by an affiliate of CCM, in an aggregate amount of $125,000 (the “Second PI Working Capital Note” and together with the PI Extension Notes and the First PI Working Capital Note, the “PI Notes”). As of August 31, 2023, an aggregate of $500,000 (all of which was borrowed under the First PI Working Capital Note) was drawn on the May 2023 Note to fund operating costs, and an aggregate of $125,000 (all of which was borrowed under the Second PI Working Capital Note) was drawn on the August 2023 Note to fund operating costs.
If the Business Combination or another initial business combination is not consummated, the PI Notes may not be repaid to the passive investor, in whole or in part.
Deferred Underwriting Fees
$12.1 million of the underwriting fee was deferred and conditioned upon completion of a business combination. The following table illustrates the effective deferred underwriting fee on a percentage basis for public shares in the no redemption, 25% redemption, 50% redemption, 75% redemption and maximum
 
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redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of IOAC or Zoomcar, (ii) neither the Sponsor nor any of Zoomcar’s current stockholders purchase IOAC public shares in the open market, (iii) no IOAC warrants are exercised, (iv) no Zoomcar warrants are exercised, and (v) Ananda Trust does not purchase IOAC shares in the open market between the date of the Ananda Trust Subscription Agreement and the close of business on the third trading day prior to the Extraordinary General Meeting of IOAC’s shareholders called in connection with the Business Combination.
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%
(1)
Calculated based on the pro rata portion of the funds held in the Trust Account as of August 31, 2023.
Stock Exchange Listing
We expect to list the shares of New Zoomcar common stock and warrants to purchase shares of common stock on Nasdaq under the proposed symbols “ZCAR” and “ZCARW,” respectively.
Comparison of Corporate Governance and Shareholder Rights
Following the consummation of the Business Combination, the rights of IOAC shareholders who become New Zoomcar stockholders in the Business Combination will no longer be governed by the Existing Organizational Documents and instead will be governed by the Proposed Charter and the Proposed Bylaws of New Zoomcar. See “Proposal No. 2 — The Domestication Proposal — Comparison of Corporate Governance and Shareholders.”
U.S. Federal Income Tax Considerations
For a discussion summarizing the material U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “Proposal No. 3 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to IOAC Shareholders” and “Proposal No. 3 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”
Expected Accounting Treatment
The Business Combination represents a reverse merger and will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, IOAC will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Zoomcar issuing shares for the net assets of IOAC, accompanied by a recapitalization. The net assets of Zoomcar will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. This determination is primarily based on Zoomcar stockholders comprising a relative majority of the voting power of New Zoomcar and having the ability to nominate a majority of the members of the Board of New Zoomcar, and Zoomcar’s existing senior management comprising the senior management of New Zoomcar. Accordingly, for accounting purposes, the financial statements of New Zoomcar will represent a continuation of the financial statements of Zoomcar with the Business Combination being treated as the equivalent of Zoomcar issuing stock for the net assets of IOAC, accompanied by a recapitalization. The net
 
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assets of IOAC will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be presented as those of Zoomcar in future reports of New Zoomcar.
There will be no accounting effect or change in the carrying amount of the assets and liabilities of IOAC as a result of the Domestication. The business, capitalization and liabilities of IOAC immediately following the Domestication will be the same as those of IOAC immediately prior to the Domestication. There will also not be any accounting impact regarding the change in par value in the shares of IOAC as a result of the Domestication.
Regulatory Matters
The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the required documents related to the Domestication.
Emerging Growth Company
IOAC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. IOAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, IOAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of IOAC’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Risk Factors
In evaluating the proposals to be presented at the Extraordinary General Meeting, a shareholder should carefully read this joint proxy statement/consent solicitation statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
Summary of Risk Factors
You should carefully consider all of the risks described below, together with the other information contained in this joint proxy statement/consent solicitation statement/prospectus, before voting on the Proposals. For purposes of the below summary of risk factors, “we” and “our” refers to Zoomcar or New Zoomcar, as the context may require. Such risks include, but are not limited to:

we have recently transitioned to our current peer-to-peer car sharing business model, as a consequence of which it is difficult to predict our future operating results or compare our performance to historical results;
 
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we have a history of operating losses and negative cash flow and we anticipate that we will need to raise additional funds to finance operations;

our operating and financial forecasts are subject to various known and unknown contingencies and factors outside of our control and may not prove accurate, and we may not achieve results consistent with management’s expectations;

various factors, some of which are outside of our control, which may adversely affect our business operations, our competitive standing, and the market price of our common stock;

the market for online platforms for peer-to-peer car sharing is relatively new, competitive, and rapidly evolving;

we will require additional capital to support the growth of our business, which may not be available on terms acceptable to us, or at all;

while we have taken significant steps to build and improve our brand and reputation, failure to maintain or enhance our brand and reputation will cause our business to suffer;

cybersecurity breaches or infringement of our intellectual property could negatively impact our business;

our business depends on attracting and retaining capable management, technology development and operating personnel;

we are in the process of remediating identified material weaknesses in our internal controls and if we fail to remediate these weaknesses or otherwise fail to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, we may not be able to accurately or timely report our financial condition or results of operations, or comply with the accounting and reporting requirements applicable to public companies;

geographic areas in which Zoomcar operates and plans to operate in the future have been and may continue to be subject to political and economic instability, and certain laws and regulations in the jurisdictions where Zoomcar operates are currently evolving;

we may incur liability for the activities of Hosts or Guests;

our management team has limited experience managing a public company;

following the Closing, New Zoomcar will incur significant increased expenses and administrative burdens as a public company;

if we fail to comply with the listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our securities;

IOAC currently is, and New Zoomcar will be, an “emerging growth company” within the meaning of the Securities Act, and, if New Zoomcar takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors;

we are subject to risks related to effectuating the Domestication including potentially adverse tax consequences;

the consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination may not be completed;

the value of the founder shares and the Private Placement Shares following completion of the Business Combination is likely to be substantially higher than the price paid for them;

some of the Zoomcar and IOAC officers and directors may have conflicts of interest that may influence them to approve the Business Combination without regard to your interests;

if permitted Financing Transactions are not identified by IOAC or such Financing Transactions, if identified, fail to close and sufficient shareholders exercise their redemption rights in connection with the Business Combination, IOAC may lack sufficient funds to consummate the Business Combination;
 
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a portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future;

subsequent to the completion of the Business Combination, New Zoomcar may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment;

IOAC’s public shareholders will experience dilution due to the issuance to existing Zoomcar equity holders of securities entitling them to a significant voting stake in New Zoomcar;

If IOAC does not consummate an initial business combination by October 29, 2023 (unless extended by IOAC's shareholders), IOAC will be forced to liquidate and IOAC securities that are not IOAC public shares will expire worthless;

Zoomcar’s stockholders cannot be certain of the value of the merger consideration they will receive until the Closing of the Business Combination;

because there are no current plans to pay cash dividends on New Zoomcar’s common stock for the foreseeable future, you may not receive any return on investment unless you sell your IOAC shares or New Zoomcar common stock at a price greater than what you paid for it;

IOAC and Zoomcar will incur substantial transaction fees and costs in connection with the Business Combination and the integration of their businesses;

IOAC and Zoomcar may be materially adversely affected by negative publicity;

New Zoomcar’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism;

in connection with the Business Combination, the Sponsor, and IOAC’s directors, executive officers, advisors and their affiliates may elect to purchase public shares from public shareholders, which may reduce the public “float” of our ordinary shares;

the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by IOAC shareholders may be less than $10.20 per share; and

if, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary or winding-up bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds.
 
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SELECTED HISTORICAL CONDENSED FINANCIAL INFORMATION OF IOAC
The following table shows selected historical financial information of IOAC for the periods ended and as of the dates indicated. The selected historical statements of operations data of IOAC for the year ended December 31, 2022, and the historical balance sheet data as of December 31, 2022, are derived from IOAC’s audited financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The selected historical condensed statements of operations data of IOAC for the three months ended March 31, 2023, and the condensed balance sheet data as of March 31, 2023 are derived from IOAC’s unaudited condensed financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The selected historical condensed statements of operations data of IOAC for the three months ended June 30, 2023, and the condensed balance sheet data as of June 30, 2023 are derived from IOAC’s unaudited condensed financial statements included elsewhere in this joint proxy statement/consent solicitation statement/ prospectus. The following table should be read in conjunction with “IOAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and IOAC’s historical financial statements and the notes and schedules related thereto, included elsewhere in this joint proxy statement/consent solicitation statement/prospectus.
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)
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF ZOOMCAR
The following tables show selected historical financial data of Zoomcar for the periods ended and as of the dates indicated. The selected historical statements of operations data of Zoomcar for the years ended March 31, 2023 and 2022 and the historical balance sheet data as of March 31, 2023 and 2022 are derived from Zoomcar’s audited financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The consolidated balance sheet for June 30, 2023 and the consolidated statements of operations for the three months ended June 30, 2023 and June 30, 2022 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus.
The financial information contained in this section relates to Zoomcar, prior to and without giving pro forma effect to the impact of the Merger and, as a result, the results reflected in this section may not be indicative of the results of the post-combination company going forward. For more information regarding such financial information, see “Summary Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this joint proxy statement/consent solicitation statement/prospectus.
Additionally, the following selected historical consolidated financial information should be read together with the consolidated financial statements and accompanying notes and “Zoomcar Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The selected historical financial information in this section is not intended to replace Zoomcar’s consolidated financial statements and the related notes. Zoomcar’s historical results are not necessarily indicative of the results that may be expected in the future.
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
 
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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)
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Merger Agreement (the “Business Combination”). The Business Combination represents a reverse merger and will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although IOAC will acquire all of the outstanding equity interests of Zoomcar in the Business Combination, IOAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Zoomcar issuing shares for the net assets of IOAC, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Zoomcar. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Domestication. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives effect to the Business Combination as if it had occurred on June 30, 2023. The summary unaudited pro forma condensed combined statement of operations for the three months ended June 30, 2023 and for the year ended March 31, 2023 gives effect to the Business Combination as if it had occurred on April 1, 2022.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this joint proxy statement/consent solicitation statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of IOAC and Zoomcar for the applicable periods included in this joint proxy statement/consent solicitation statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what IOAC’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of IOAC following the reverse recapitalization.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to potential redemption into cash of outstanding public shares of IOAC.

Assuming No Redemptions:   This presentation assumes that there are no further IOAC public shares redeemed in connection with the proposed Business Combination, subsequent to the redemption of public shares on January 19, 2023 and July 20, 2023. As all of IOAC’s insiders waived their redemption rights, only redemptions by public shareholders are considered for purposes of this presentation. This scenario assumes that the condition to Closing contained in the Merger Agreement, waivable by Zoomcar, that, at the Closing, IOAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of Redemptions and payment of IOAC and Zoomcar’s transaction expenses) of at least equal to fifty million dollars ($50,000,000) is waived by Zoomcar (if unsatisfied at the Closing). The contractual Minimum Cash Condition has not, as of the date of this joint proxy statement/consent solicitation statement/prospectus, been waived by Zoomcar, in its sole discretion in accordance with the terms of the Merger Agreement, because of the parties’ expectation that, prior to the Closing, IOAC will enter into one or more financing transactions permitted by the terms of the Merger Agreement (though no such transactions have, as of the date hereof, yet been identified, committed or consummated) which will enable the condition to be satisfied as of the Closing; provided, that if Minimum Cash Condition is not satisfied by IOAC and Zoomcar does not agree, prior to closing, to amend or waive such condition, the Business Combination will not be consummated.

Assuming Maximum Redemptions:   In addition to the assumptions described in the “No Redemptions” scenario, including the assumption that the Minimum Cash Condition has been waived by Zoomcar, in its sole discretion (if unsatisfied at Closing), this scenario assumes that 370,285 public shares are redeemed upon consummation of the Business Combination for aggregate redemption payments of $4,121,181, assuming a redemption price of $11.13 per share (based on the amount in the Trust Account as of June 30, 2023) upon consummation of the Business Combination, which represents the maximum number of IOAC public shares that could be redeemed in connection with the Closing of the Business Combination while still enabling the parties to satisfy expected
 
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transaction expenses (estimated by parties as of the date of this joint proxy statement/consent solicitation statement/prospectus) from the proceeds remaining in the Trust Account following satisfaction of redemptions by public shareholders. The “Maximum Redemption” scenario also reflects the assumption that (i) the Existing Organizational Documents are amended, pursuant to the NTA Proposal (and assuming approval thereof by the IOAC shareholders and adoption by IOAC of the related amendment to the Existing Organizational Documents) such that, at the Closing, the Existing Organizational Documents, as amended, will not include the requirement that IOAC maintain a minimum net tangible asset value of at least $5,000,001 following satisfaction of redemptions and (ii) the condition to Closing contained in the Merger Agreement, waivable by Zoomcar and IOAC, that upon the Closing, (after giving effect to the completion and payment of Redemptions), the IOAC shall have net tangible assets of at least $5,000,001 (the “NTA Condition”) is waived by Zoomcar and IOAC (if unsatisfied at the Closing). If the NTA Proposal is not approved or the NTA Condition is not satisfied or waived, IOAC would not be permitted to proceed with the Business Combination unless IOAC has a net tangible assets value of at least $5,000,001.
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)
 
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COMPARATIVE PER SHARE INFORMATION
The following table sets forth summary historical comparative share information for IOAC and Zoomcar and unaudited pro forma condensed combined per share information of IOAC after giving effect to the Business Combination, presented under the two assumed redemption scenarios as follows:

Assuming No Redemptions:   This presentation assumes that there are no further IOAC public shares redeemed in connection with the proposed Business Combination, subsequent to the redemption of public shares on January 19, 2023 and July 20, 2023. As all of IOAC’s insiders waived their redemption rights, only redemptions by public shareholders are considered for purposes of this presentation. This scenario assumes that the condition to Closing contained in the Merger Agreement, waivable by Zoomcar, that, at the Closing, IOAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of Redemptions and payment of IOAC and Zoomcar’s transaction expenses) of at least equal to fifty million dollars ($50,000,000) is waived by Zoomcar (if unsatisfied at the Closing)(the “Minimum Cash Condition”). The contractual Minimum Cash Condition has not, as of the date of this joint proxy statement/consent solicitation statement/prospectus, been waived by Zoomcar, in its sole discretion in accordance with the terms of the Merger Agreement, because of the parties’ expectation that, prior to the Closing, IOAC will enter into one or more financing transactions permitted by the terms of the Merger Agreement (though no such transactions have, as of the date hereof, yet been identified, committed or consummated) which will enable the condition to be satisfied as of the Closing; provided, that if Minimum Cash Condition is not satisfied by IOAC and Zoomcar does not agree, prior to closing, to amend or waive such condition, the Business Combination will not be consummated.

Assuming Maximum Redemptions:   In addition to the assumptions described in the “No Redemptions” scenario, including the assumption that the Minimum Cash Condition has been waived by Zoomcar, in its sole discretion (if unsatisfied at Closing), this scenario assumes that 370,285 public shares are redeemed upon consummation of the Business Combination for aggregate redemption payments of $4,121,181, assuming a redemption price of $11.13 per share (based on the amount in the Trust Account as of June 30, 2023) upon consummation of the Business Combination, which represents the maximum number of IOAC public shares that could be redeemed in connection with the Closing of the Business Combination while still enabling the parties to satisfy expected transaction expenses (estimated by parties as of the date of this joint proxy statement/consent solicitation statement/prospectus) from the proceeds remaining in the Trust Account following satisfaction of redemptions by public shareholders. The “Maximum Redemption” scenario also reflects the assumption that (i) the Existing Organizational Documents are amended, pursuant to the NTA Proposal (and assuming approval thereof by the IOAC shareholders and adoption by IOAC of the related amendment to the Existing Organizational Documents) such that, at the Closing, the Existing Organizational Documents, as amended, will not include the requirement that IOAC maintain a minimum net tangible asset value of at least $5,000,001 following satisfaction of redemptions and (ii) the condition to Closing contained in the Merger Agreement, waivable by Zoomcar and IOAC, that upon the Closing, (after giving effect to the completion and payment of Redemptions), the IOAC shall have net tangible assets of at least $5,000,001 (the “NTA Condition”) is waived by Zoomcar and IOAC (if unsatisfied at the Closing). If the NTA Proposal is not approved or the NTA Condition is not satisfied or waived, IOAC would not be permitted to proceed with the Business Combination unless IOAC has a net tangible assets value of at least $5,000,001.
The selected unaudited pro forma condensed combined book value information as of June 30, 2023 and March 31, 2023 gives pro forma effect to the Business Combination and the other events as if consummated on June 30, 2023 and March 31, 2023. The selected unaudited pro forma condensed combined net loss per share and weighted average shares outstanding information for the year ended March 31, 2023, gives pro forma effect to the Business Combination and the other events related to the Business Combination, as if consummated on April 1, 2022, the beginning of the earliest period presented.
This information is only a summary and should be read in conjunction with the historical financial statements and accompanying notes of IOAC and Zoomcar included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The unaudited pro forma condensed combined per share information of IOAC and Zoomcar is derived from, and should be read in conjunction with, the unaudited
 
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pro forma condensed combined financial information and accompanying notes included elsewhere in this joint proxy statement/consent solicitation statement/prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The unaudited pro forma condensed combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of IOAC and Zoomcar would have been had the companies been combined during the periods presented.
IOAC is providing the following comparative per share information to assist you in your analysis of the financial aspects of the Business Combination.
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)
(1)
The equivalent pro forma basic and diluted per share data is calculated by multiplying the combined pro forma per share data by the Conversion Ratio, which will be determined as of the Closing Date but which, for calculation purposes, is currently estimated to be 0.02805.
(2)
Denominator in the calculation of the historical book value per share includes both redeemable ordinary common shares and non-redeemable ordinary common shares.
 
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TICKER SYMBOL AND DIVIDEND INFORMATION
IOAC
Ticker Symbol and Market Price
IOAC’s units, ordinary shares and warrants are currently listed on NASDAQ under the symbols “IOACU”, “IOAC” and “IOACW,” respectively.
The closing price of the units, ordinary shares and warrants on October 12, 2022, the last trading day before announcement of the execution of the Merger Agreement, was $10.15, $10.15 and $0.03, respectively. As of September 20, 2023 the record date for the Extraordinary General Meeting, the closing price of the units, ordinary shares and warrants was $10.45, $11.25 and $0.046, respectively.
Holders of the units, ordinary shares and warrants should obtain current market quotations for their securities. The market price of IOAC’s securities could vary at any time before the Business Combination.
Holders
On September 20, 2023, the record date there was one holder of record of IOAC’s units, four holders of record of IOAC’s Class A ordinary shares, one holder of record of IOAC’s Class B ordinary shares and one holder of record of IOAC’s warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
IOAC has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New Zoomcar’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of New Zoomcar’s board of directors at such time. New Zoomcar’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing.
Zoomcar
Historical market price information for Zoomcar’s common stock is not provided because there is no public market for any equity interest of Zoomcar.
 
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RISK FACTORS
Shareholders should carefully consider the following risk factors, together with all of the other information included in this joint proxy statement/consent solicitation statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this joint proxy statement/consent solicitation statement/prospectus. The following risk factors apply to the business and operations of Zoomcar, Inc. and will also apply to the business and operations of New Zoomcar following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of New Zoomcar. You should also carefully consider the following risk factors in addition to the other information included in this joint proxy statement/consent solicitation statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” IOAC, Zoomcar or New Zoomcar may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their respective businesses or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
Risks Related to Zoomcar’s Business
Unless the context otherwise requires, any reference in the below sections of this joint proxy statement/consent solicitation statement/prospectus to the “Company,” “we,” “us,” “our,” and “Zoomcar” refers to Zoomcar, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination, which will be the business of New Zoomcar following the consummation of the Business Combination. Accordingly, the risks described below relating to Zoomcar could also materially and adversely affect New Zoomcar after the consummation of the Business Combination. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and accompanying notes, and other financial information included elsewhere within this joint proxy statement/consent solicitation statement/prospectus. This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involve risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this joint proxy statement/consent solicitation statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Zoomcar Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Risks related to our Business and Operations
Our current business model’s limited operating history and financial results make our future results, prospects and the risks we may encounter difficult to predict.
Although Zoomcar commenced operating in 2013, we have recently transitioned from a prior business model to our current business model, consisting of our asset-light online platform for peer-to-peer car sharing. As a result of this transition, certain components of our financial statements have experienced variation, and our operating history may not be indicative of our future growth or financial results. The limited history of our current business model makes predicting our future operating and other results difficult, if not impossible, and there is no assurance that we will be able to grow our revenues in future periods. Our results of operations are impacted by a number of factors, some of which are beyond our control, and we may suffer adverse impacts to our further development as a result of circumstances which include decreasing customer demand, increasing competition, declining growth of the car sharing industry in general, insufficient supply of vehicles on our platform, or changes in government policies or general economic conditions. We will continue to develop and improve the features, functions, technologies and other offerings on our platform to increase our Guest and Host bases and volume of bookings on our platform. However, the execution of our business plan is subject to uncertainty and bookings may not grow at the rate we expect. If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our common stock could decline.
 
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Potential investors should also consider the risks and uncertainties that a company with a limited history, such as ours, will face in the evolving personal mobility solutions market. In particular, there can be no assurance that we will:

successfully execute on our business plan;

facilitate sufficient bookings to become profitable in the near-term if at all;

attract increasing numbers of Hosts and Guests within our current markets and future potential additional markets;

increase penetration within our current markets through continued improvements in vehicle density, platform features and strategic marketing efforts;

enable us to successfully execute our business plans;

enhance our brand recognition and awareness;

acquire new Hosts and Guests by increasing our market penetration with deeper market coverage and a broader geographical reach;

develop new platform functionality and features that enhance our ability to retain Guests and Hosts;

develop, improve or innovate our proprietary technology that allows for a sustainable competitive advantage;

attract, retain, and manage a sufficient staff of management and technology personnel; or

respond effectively to competitive pressures.
We have a history of operating losses and negative cash flow, and we anticipate that we will need to raise additional funds to finance operations.
We have a history of operating losses and expect to continue incurring operating losses in the foreseeable future as we continue to develop our current business model and enhance our platform offerings and we will require additional funds to support the growth of our business. Our operations have consumed substantial amounts of cash, and we have incurred operating losses since we began operating in 2013. While our cash consumption has been reduced following our business transition from short-term rental of vehicles owned by or leased to Zoomcar to an online platform for peer-to-peer car sharing, we have consumed significant amounts of cash in effecting such transition in terms of technology and platform innovation, and our cash consumption has varied over time. Our cash needs will depend on numerous factors, including our revenues, upgrade and innovation of our peer-to-peer car sharing platform, customer and market acceptance and use of our platform, and our ability to reduce and control costs. We expect to devote substantial capital resources to, among other things, fund operations, continue improvement, upgrading or innovation of our platform, and expand our international outreach. If we are unable to secure such additional financing, it will have a material adverse effect on our business, and we may have to limit operations in a manner inconsistent with our development. While we expect to retain broad discretion over the use of the net proceeds from the Business Combination and related financing transactions, if any, we currently expect to use net proceeds to fund activities relating to brand awareness building, continued development of proprietary technology and data algorithm investment, investment in compliance and reporting infrastructure and other general working capital and general corporate purposes.
Our operating and financial forecasts are subject to various known and unknown contingencies and factors outside of our control and may not prove accurate, and we may not achieve results consistent with management’s expectations.
Our quarterly and annual operating results have fluctuated in the past and are likely to fluctuate in the future. During any given period, our operating and financial results may be influenced by numerous factors, many of which are unpredictable or are outside of our control. Additionally, our limited operating history with our current peer-to-peer car sharing business model makes it difficult for us to forecast our future results and subjects us to a number of uncertainties, including our ability to plan for and anticipate future growth. As a result, you should not rely upon our past quarterly and annual operating results as indicators of
 
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future performance. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving markets, such as the risks and uncertainties described herein.
The market for online platforms for peer-to-peer car sharing is relatively new and rapidly evolving. If we fail to successfully adapt to developments in our market, or if peer-to-peer car sharing online platforms do not achieve general acceptance, it could adversely affect our business, financial condition and operating results.
The market for online peer-to-peer car sharing platforms is relatively new and unproven and the data and research available regarding the market or the industry may be limited and unreliable. It is uncertain whether the peer-to-peer car sharing market will continue to develop or if our platform will achieve and sustain a level of demand and market acceptance sufficient for us to generate meaningful revenue, net income, and cash flow. Our success will depend to a substantial extent on the willingness of Hosts and Guests to use our platform to identify car sharing opportunities. Some Hosts may be reluctant or unwilling to make their vehicles available for use on our platform because of concerns which may include, but are not limited to, potential decline in the value of their vehicle if listed on our platform, uncertainty of economic benefits from platform usage, ability to recover losses associated with lost or damaged property, compliance with our platform’s terms of use, data privacy and security concerns, or other reasons.
In addition, our success also requires utilization of our platform by Guests to book vehicles. Guests’ willingness to utilize our platform may depend, among other factors, on Guests’ belief in the ease-of use, integrity, quality, availability, safety, cost-effectiveness, convenience and reliability of our platform and the vehicles listed by Hosts for bookings thereon. Any shift in Guest preferences in the markets in which we operate could have a material adverse effect on our business. Additionally, Guests may be reluctant or unwilling to use a platform requiring Guests to provide personally identifiable information, payment information and driver’s license details, or have their driving behaviors monitored during bookings. Further, Guests may be reluctant to book vehicles containing GPS-enabled tracking or monitoring devices accessible by Zoomcar, or to use our platform at all due to the perception of the use of such devices.
If we do not retain existing Hosts, or attract and maintain new Hosts, or if Hosts fail to provide an adequate supply of high-quality vehicles, our business, financial condition, and results of operations may be negatively impacted.
Our success in a given geographic market depends on our ability to establish and grow the scale of our platform in that market by attracting Hosts and Guests to our platform. We depend upon having Hosts register high quality vehicles on our platform, maintain the safety and cleanliness of their vehicles, and ensure that the descriptions and availability of their vehicles on our platform are accurate and up-to-date. These practices are beyond our direct control and the number of vehicles shared by Hosts and resulting bookings options available to Guests on our platform may decline based on a number of factors including, among other things, public health and safety concerns, including pandemics/epidemics; economic, social, and political factors; state laws and regulations regarding car sharing, or the absence of such laws and regulations, challenges obtaining, insuring, financing and servicing vehicles to list on the platform, some of which may be exacerbated by infrastructure challenges in the emerging market where we operate our business. If Hosts register and offer fewer high-quality vehicles to Guests on our platform, our bookings and revenues may decline, and our results of operations could be materially adversely affected. Further, if Hosts with available vehicles choose not to offer their vehicles through our platform because competitive carsharing platforms emerge that Hosts find more attractive than our platform, Hosts may be unwilling to continue registering vehicles or making them available for bookings through the platform. For example, Hosts may cease or reduce vehicle registrations or the periods of time they make cars available for bookings for any number of reasons, such as competitor platforms having more Guests making bookings, risk of vehicle damage for which Hosts may not be able to recoup damages from Zoomcar or hesitancy to install the IoT GPS-enabled tracking device we require Hosts to affix to vehicles upon platform registration or for any other reason, we may lack sufficient supply of vehicles to attract Guests to utilize our platform. If Hosts do not share sufficient numbers of vehicles, or if the vehicles they register to our platform are less attractive to Guests than vehicles offered by competitors, our revenue would likely decline and our business, financial condition, and results of operations could be materially adversely affected.
 
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Hosts are not required to make their vehicles available on our platform for a minimum sharing period or number of bookings and Hosts may choose not to share their vehicles on our platform at all if we cannot generate sufficient demand for their vehicles or if bookings through our platform are not sufficiently attractive to Hosts to retain and attract Hosts to use the platform. While we continue to invest in tools and resources to support Hosts, the pricing features and other capabilities of our platform may not be as attractive to Hosts as those developed by our competitors, and Hosts may not share their vehicles on our platform as a result. If Hosts perceive that listing vehicles on our platform may be insufficiently remunerative to, for example, offset any leasing, financing, parking, registration, maintenance, and repair costs of vehicles registered to the platform, we may lose or fail to attract Hosts and may not be able to make a sufficient number of vehicles available for use by our Guests.
If we fail to retain existing Guests, or attract and maintain new Guests, our business, financial condition, and results of operations may be negatively impacted.
Our business model depends on our ability to retain and attract Guests to make bookings on our platform. There are a number of trends in and aspects of Guest preferences which have an impact on us and the car sharing industry as a whole. These include, among others, preferences for types of vehicles, convenience of online bookings, and monetary savings associated with car sharing and platform bookings relative to other possible transportation solutions. Any shift in Guest preferences, which are susceptible to change, in the markets in which we operate could have a material adverse effect on our business. For example, if the vehicles registered to our platform are not popular or of sufficient quality or are not available at locations convenient for Guests, Guests may lose interest in utilizing our platform. Additionally, if Guests find our platform not to be user-friendly or to lack functions that Guests expect from a carsharing or other online platform, Guests may decrease or stop using our platform. Our competitiveness therefore depends on our ability to predict and quickly adapt to Guest trends, exploiting profitable opportunities for platform development, innovation and upgrades without alienating our existing Guest base or focusing excessive resources or attention on unprofitable or short-lived trends. If we are unable to respond on a timely and appropriate basis to changes in demand or Guest preferences, our business may be adversely affected.
Additionally, if we are unable to compete with other carsharing platforms and other mobility solutions in the markets in which we operate, our bookings will decrease, and our financial results will be adversely affected. Guests desiring to book vehicles through our platform must pay booking fees, which include, among other fees, “upfront booking fees,” less any applicable discounts and credits, and “value added” or trip-protection fees payable at the time of a booking; other charges may also be incurred by Guests after a booking, such as trip cancellation fees, gasoline fees, late fees and other charges. Many of these fees are generated through our platform functions and some of the fees are selected by Guests from a range of options presented to them at the time of a booking. If our booking and trip-related fees are not competitive, or our platform functionality is not appealing or outdated, or negative reviews or publications are released in connection with our platform, Guests may stop or reduce their use of our platform, our business, results of operations, reputation, and financial condition may be adversely affected.
If we are unable to introduce new or upgraded platform features that Hosts or Guests recognize as valuable, we may fail to retain and attract such users to our platform and our operating results would be adversely affected.
To continue to retain and attract Hosts and Guests to our platform, we will need to continue to introduce new or upgraded features, functions and technologies that add value for Hosts and Guests that differentiate us from our competitors. Developing and delivering these new or upgraded features, functions and technologies is costly, and the success of such features, functions and technologies depends on several factors, including the timely completion, introduction, and market acceptance of such features, functions and technologies. Moreover, any such new or upgraded features, functions and technologies may not work as intended or may not provide intended value to Hosts and Guests. If we are unable to continue to develop new or upgraded features, functions and technologies, or if Hosts and Guests do not perceive value in such new or upgraded features, functions and technologies, Hosts and Guests may choose not to use our platform, which would adversely affect our operating results.
We have made substantial investments to develop new or upgraded features, functions and technologies, and we intend to continue investing significant resources in developing new technologies, tools, features,
 
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services and other platform offerings. If we are unable to attract/retain and pay qualified technical staff required to continue our platform feature development efforts, we may not realize the expected benefits of our developments.
There can be no assurance that the new developments will exist or be sustained at the levels that we expect, or that any of these new developments will gain sufficient traction or market acceptance to generate enough revenue to offset any new expenses or liabilities associated with these new investments. Our development efforts with respect to new features, functions and technologies on our platform could distract management from current operations and will divert capital and other resources from our more established functions and technologies. Even if we are successful in developing new features, functions or technologies, or otherwise update or upgrade our platform, regulatory authorities may subject us to new rules or restrictions in response to our innovations that could increase our expenses or prevent us from successfully commercializing the new features, functions, technologies, updates or upgrades of our platform. If we are unable to adapt in a cost-effective and timely manner in response to the changing market conditions or platform users’ preferences, either for technical, legal, financial or other reasons, our business, financial condition and results of operations may be materially and adversely affected.
We will require additional capital to support the growth of our business, which may not be available on terms acceptable to us, or at all.
To continue to effectively compete, we will require additional funds to support the growth of our business. Our operations have consumed substantial amounts of cash, and we have incurred operating losses, since we began operating in 2013. While our cash consumption has been reduced following our business transition from short-term rental of vehicles owned by or leased to Zoomcar to an online platform for peer-to-peer car sharing, we have consumed significant amounts of cash in effecting such transition in terms of technology and platform innovation, and our cash consumption has varied over time. While we expect to retain broad discretion over the use of the net proceeds from the Business Combination and related financing transactions, if any, we currently expect to use net proceeds to fund activities relating to brand awareness building, continued development of proprietary technology and data algorithm investment, investment in compliance and reporting infrastructure and other general working capital and general corporate purposes.
Further, if the Business Combination is consummated, we expect our expenses to increase substantially in connection with actions and efforts we will need to take in preparing for and operating as a public company. Moreover, we expect our expenses to increase significantly in connection with our ongoing activities, including the continuing increase in our technological capabilities with respect to IoT, machine learning, and artificial intelligence and particularly to the extent that we may, in the future, decide to expand our operations into jurisdictions outside of the three countries in which we currently operate. The net proceeds from the Business Combination, together with our existing cash resources, may not be sufficient to fully execute our business plan and we expect to continue to raise additional capital. Additionally, circumstances could cause us to consume capital more rapidly than we currently anticipate and if our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities or identify and secure additional sources of capital. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including our future financial condition, results of operations, cash flows, share price performance, liquidity of international capital and lending markets and governmental regulations in different jurisdictions in which we currently operate our business. In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse effect on our business, financial condition and results of operations. In addition, any issuance of equity or equity-linked securities could result in significant dilution to our existing shareholders. If we need to secure additional financing, such additional fundraising efforts may divert our management from its day-to-day duties and activities, which may affect our ability to execute on our business plan. If we do not raise additional capital when required or in sufficient amounts and on acceptable terms, we may need to:
 
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significantly delay, scale back or discontinue certain business initiatives, such as our international expansion;

significantly delay key investments in IoT, advanced computer vision, machine learning and related artificial intelligence technology; or

significantly delay our consumer brand-building initiatives, thereby delaying our broader expansion.
Our future funding requirements, both short-term and long-term, depend on many factors, including but not limited to:

our ability to successfully scale our business within the markets in which we currently operate, including by increasing the number and quality of Host vehicles and attracting and retaining more Guests to use our platform to meet a broader variety of mobility needs;

our ability to successfully expand and scale our operations into additional emerging markets as opportunities to grow our operations become available to us;

the pace of technological development in core focus areas such as IoT, computer vision, machine learning, and artificial intelligence;

the cost to establish, maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make in preparing, filing, prosecution, defense and enforcement of any intellectual property rights;

the effect of competing technological and market developments; and

market acceptance of our platform and the functionality it provides to facilitate peer-to-peer car sharing.
If lack of available capital prevents us from proceeding with the execution of our business plan, our ability to become profitable will be compromised and our business will be harmed.
Future sales of our securities may affect the market price of the New Zoomcar common stock and result in material dilution, including triggering the most favored nation features of our Convertible Notes.
We expect to finance our cash needs through equity offerings, debt financings or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. We will require substantial funding to fund our business. Investors in the Zoomcar 2023 Private Financing (“Financing Investors”) received most favored nation exchange right provisions (the “MFN Noteholder Rights”) with respect to their Convertible Notes, and such provisions may survive the Closing. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, the MFN Noteholder Rights may be triggered, and the terms of the newly issued securities may include liquidation or other preferences that adversely affect your rights.
Under certain circumstances, in the event that IOAC (or New Zoomcar after the Closing) sells securities at a price per share or conversion price lower than the Conversion Price of the Convertible Notes, the Conversion Price may be reduced. Any future adjustments to the Conversion Price of the Convertible Notes (or additional issuances to make the Financing Investors whole) may have a negative impact on the trading price of New Zoomcar’s common stock. Additionally, raising additional capital with new investors may be diffic