Item 1.01 Entry Into a Material Definitive Agreement.






Merger Agreement

This section describes the material provisions of the Merger Agreement (as defined below), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders of Innovative International Acquisition Corp. and other interested parties are urged to read the Merger Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement.

General Terms and Effects; Merger Consideration

On October 13, 2022, Innovative International Acquisition Corp., a Cayman Islands exempted company ("Innovative"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Zoomcar, Inc., a Delaware corporation ("Zoomcar"), Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Innovative ("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 (collectively, the "Transaction") contemplated by the Merger Agreement.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, Innovative will continue out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the "Domestication") and (ii) at the Closing of the Transaction, 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 Innovative, and with each Zoomcar stockholder receiving shares of Innovative common stock at the Closing (as further described below). Concurrent 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"), 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 (the "Ananda Trust Note"), Zoomcar's repayment obligation under which will be offset against the obligations of Ananda Trust under the subscription agreement entered into by Ananda Trust and Innovative concurrent with the Ananda Trust Investment.

As consideration for the Merger, Zoomcar security holders collectively shall be entitled to receive from Innovative, in the aggregate, a number of Innovative securities with an aggregate value equal to (w) $350,000,000 plus (x) the sum of the aggregate exercise prices of all vested Zoomcar options and all Zoomcar warrants outstanding as of 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) 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 the Zoomcar preferred stock to Zoomcar common stock), a number of shares of Innovative 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, as defined below), divided by (ii) $10.00 (the "Conversion Ratio") (the total portion of the Merger Consideration amount payable to all Zoomcar stockholders (the "Zoomcar Stockholders") in respect of shares of Zoomcar common stock, but excluding Merger Consideration payable in respect of Zoomcar options and warrants, the "Stockholder Merger Consideration"). At Closing, each outstanding Zoomcar option shall, without any further action on the part of the holder thereof, be assumed by Innovative and automatically converted into the right to receive an option to acquire shares of Innovative. Each outstanding and unexercised Zoomcar warrant shall automatically, without any action on the part of the holder thereof, be assumed by Innovative and converted into a warrant to purchase that number of shares of Innovative common stock equal to the product of (x) the number of shares of Zoomcar stock subject to such Zoomcar warrant multiplied by (y) the Conversion Ratio. For purposes of determining consideration issuable to Zoomcar security holders under the Merger Agreement, holders of equity interests ("Zoomcar India Shares") in Zoomcar India Private Limited ("Zoomar India"), a majority-owned subsidiary of Zoomcar, shall be treated as Zoomcar Stockholders, subject in each case, to applicable withholding and other requirements; 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 Merger Agreement.

As additional consideration for the acquisition of Zoomcar securities, at or prior to the Closing, 20,000,000 shares of Innovative common stock (the "Earnout Shares") will be deposited by Innovative into an escrow account to be established prior to the Closing pursuant to a mutually agreeable escrow agreement (the "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 the VWAP trading price of Innovative common stock reaches $15.00 per share for a period of 20 out of 30 consecutive trading days (the "Tier I Share Price Target"), the Zoomcar Stockholders shall be entitled to receive 50% of the Earnout Shares. In the event the VWAP trading price of Innovative common stock reaches $20.00 per share for a period of 20 out of 30 consecutive trading days (the "Tier II Share Price Target"), the Zoomcar Stockholders shall be entitled to receive the remaining Earnout Shares. The Earnout Shares, or 50% of the Earnout Shares, as applicable, shall also be distributed to the Zoomcar Stockholders upon the occurrence, during the five-year post-Closing earnout period, of a change of control of Innovative with an implied consideration per share equal or greater to the Tier I Share Price Target or the Tier II Share Price Target, respectively.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by each of Innovative, Merger Sub and Zoomcar as of the date of the Merger . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above under the heading "Subscription Agreement" in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The shares of Innovative common stock to be issued to Ananda Trust will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure

Furnished as Exhibit 99.1 hereto is an investor presentation, dated October 19, 2022, that will be used by the Zoomcar regarding the Transaction.

Furnished as Exhibit 99.2 hereto is a transcript of a webcast first posted on October 19, 2022 in connection with the Transaction.

On October 19, 2022, Innovative issued a press release announcing the $10,000,000 investment by Ananda Trust. A copy of the press release is furnished as Exhibit 99.3 hereto.

Exhibits 99.1, 99.2 and 99.3 are intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional Information and Where to Find It

In connection with the Transaction, Innovative intends to file with the SEC the Registration Statement, which will include a proxy statement/prospectus. After the Registration Statement is declared effective, Innovative will send the proxy statement/prospectus and other relevant documents to its shareholders. This report is not a substitute for the proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ZOOMCAR, INNOVATIVE, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed or that will be filed with the SEC relating to the Transaction (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Innovative upon written request at Innovative International Acquisition Corp., 24681 La Plaza, Suite 300, Dana Point, CA 92629.





No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities in respect of the Transaction and shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any investor or security holder. However, Innovative, the Sponsor, Zoomcar, and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with the Transaction under the rules of the SEC. Information about Innovative's directors and executive officers and their ownership of Innovative's securities is set forth in filings with the SEC, including Innovative's annual report on Form 10-K filed with the SEC on March 29, 2022 and subsequent quarterly reports filed with the SEC on form 10-Q. To the extent that holdings of Innovative's securities have changed since the amounts included in Innovative's most recent annual report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants will also be included in the proxy statement/prospectus, when it becomes available. When available, these documents can be obtained free of charge from the sources indicated above.





Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning.

These forward-looking statements and factors that may cause actual results and the timing of events to differ materially from the anticipated results include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close; (2) the outcome of any legal proceedings that may be instituted against Innovative, Zoomcar, the combined company or others following the announcement of the Transaction and any definitive agreements with respect thereto; (3) the inability to complete the Transaction due to the failure to obtain approval of the shareholders of Innovative or stockholders of Zoomcar; (4) the inability of Zoomcar to satisfy other conditions to closing; (5) changes to the proposed structure of the Transaction that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transaction; (6) the ability to meet stock exchange listing standards in connection with and following the consummation of the Transaction; (7) the risk that the Transaction disrupts current plans and operations of Zoomcar as a result of the announcement and consummation of the Transaction; (8) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain its reputation, grow its customer base, maintain relationships with customers and suppliers and retain its management and key employees; (9) the impact of the COVID-19 pandemic on the business of Zoomcar and the combined company (including the effects of the ongoing global supply chain shortage); (10) Zoomcar's limited operating history and history of net losses; (11) Zoomcar's customer concentration and reliance on a limited number of key technology providers and payment processors facilitating payments to and by Zoomcar's customers; (12) costs related to the Transaction; (13) unfavorable interpretations of laws or regulations or changes in applicable laws or regulations; (14) the possibility that Zoomcar or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (15) Zoomcar's estimates of expenses and profitability; (16) the evolution of the markets in which Zoomcar competes; (17) political instability associated with operating in current and future emerging markets Zoomcar has entered or may later enter; (18) risks associated with Zoomcar maintaining inadequate insurance to cover risks associated with business operations now or in the future; (19) the ability of Zoomcar to implement its strategic initiatives and continue to innovate its existing products; (20) the ability of Zoomcar to adhere to legal requirements with respect to the protection of personal data and privacy laws; (21) cybersecurity risks, data loss and other breaches of Zoomcar's network security and the disclosure of personal information or the infringement upon Zoomcar's intellectual property by unauthorized third parties; (22) risks associated with the performance or reliability of infrastructure upon which Zoomcar relies, including, but not limited to, internet and cellular phone services; (23) the risk of regulatory lawsuits or proceedings relating to Zoomcar's products or services; (24) increased compliance risks associated with operating in multiple foreign jurisdictions at once, including regulatory and accounting compliance issues; (25) Zoomcar's exposure to operations in emerging markets where improper business practices may be prevalent; and (26) Zoomcar's ability to obtain additional capital when necessary.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Registration Statement referenced above and other documents filed by Innovative from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements speak only as of the date they are made, and Innovative and Zoomcar disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Zoomcar's industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.




  Item 9.01 Financial Statements and Exhibits.




(d)     Exhibits



Exhibit
No.        Description

  2.1*       Agreement and Plan of Merger and Reorganization, dated as of October
           13, 2022, by and among Innovative International Acquisition Corp.,
           Zoomcar, Inc., Innovative International Merger Sub, Inc., and Greg
           Moran, in the capacity as the Seller Representative thereunder.

  10.1       Form of Stockholder Support Agreement

  10.2       Form of Lock-Up Agreement

  10.3       Sponsor Support Agreement, dated as of October 13, 2022, by and among
           Innovative International Acquisition Corp., Innovative International
           Sponsor I LLC and Zoomcar, Inc.

  10.4       Subscription Agreement, dated as of October 13, 2022, by and between
           Innovative International Acquisition Corp. and Ananda Small Business
           Trust

  99.1       Investor Presentation, dated October 19, 2022

  99.2       Webcast Transcript

  99.3       Press Release, dated October 19, 2022

* The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

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