ZoomCar, Inc. signed a non-binding term sheet to acquire Innovative International Acquisition Corp. (NasdaqGM:IOAC) from Innovative International Sponsor I LLC, Saba Capital Management, L.P., Highbridge Capital Management, LLC and others in a reverse merger transaction for $340 million on July 28, 2022. ZoomCar, Inc. entered into a definitive merger agreement to acquire Innovative International Acquisition Corp. from Innovative International Sponsor I LLC, Saba Capital Management, L.P., Highbridge Capital Management, LLC and others for approximately $340 million in a reverse merger transaction on October 13, 2022. The transaction values the combined company at an implied pro forma enterprise value of approximately $456 million. As consideration for the merger, the ZoomCar security holders collectively shall be entitled to receive from IOAC, in the aggregate, a number of IOAC securities with an aggregate value equal to $350 million plus the sum of the aggregate exercise prices of all vested Zoomcar options and all Zoomcar warrants outstanding plus the aggregate amount of a Zoomcar private debt or equity financing of up to $40 million minus the amount of Zoomcar?s net debt at closing. As additional consideration for the acquisition of Zoomcar securities, at or prior to the closing, the earnout shares of 20 million will be deposited by New Zoomcar into an escrow account to be established prior to the closing pursuant the Earnout Escrow Agreement, to be released from escrow and distributed to the Zoomcar stockholders. After the closing, Zoomcar stockholders are expected to retain a majority of the outstanding shares of the Combined Company and Zoomcar will designate a majority of proposed directors for the Combined Company board. Upon closing, the Combined Company will be renamed Zoomcar Holdings, Inc. and expects to list the common stock on Nasdaq. The combined company's common stock is anticipated to be listed on NASDAQ under ticker symbol "ZCAR."

The transaction is subject to, among other things, approval by Innovative?s and Zoomcar?s shareholders; approvals of any required governmental authorities and completion of any antitrust expiration periods; obtaining all consents required by any governmental authority or from third parties; obtaining all consents required by any governmental authority or from third parties; consummation of the Domestication; reconstitution of the post-Closing board of directors as contemplated under the merger agreement; Registration Statement having been declared effective by the SEC, IOAC having net tangible assets of at least $5,000,001 upon the Closing, after giving effect to redemptions; the shares of IOAC common stock shall have been approved for listing on Nasdaq, closing deliveries including escrow agreement, registration rights agreement, Key Employee Employment Agreement the Lock-Up Agreement being in full force and effect as of the closing, IOAC shall have received written resignations, effective as of the closing, of each of the directors and officers of ZoomCar as requested by IOAC prior to the closing. The boards of directors of both Zoomcar and Innovative have unanimously approved the proposed business combination. IOAC and Zoomcar Board recommends that their respective stockholders adopt the merger agreement. The deal is expected to be completed in the first half of 2023. A special meeting of Innovative International will be held on October 27, 2023. As of December 12, 2023, an extraordinary general meeting (the ?Special Meeting?) of IOAC will be held on December 19, 2023. The transaction has been approved by shareholders of Innovative International Acquisition on December 19, 2023. The transaction is expected to close in fourth quarter of 2023.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as exclusive financial advisor and exclusive capital markets advisor to Zoomcar; Stuart Neuhauser and Meredith Laitner of Ellenoff Grossman & Schole LLP is acting as US legal advisor to Zoomcar. Lincoln International LLC is acting as financial advisor to the special committee of the board of directors of IOAC. Ari Edelman, Ranajoy Basu, Nathan Bull, Steven Hadjilogiou, Siddhartha Sivaramakrishnan, Beth Kuhn and Sunyi Snow of McDermott Will & Emery LLP is acting as US legal advisor to Innovative. Morris, Nichols, Arsht & Tunnell LLP is acting as legal advisor to the Special Committee. DLA Piper LLP (US) is acting as legal advisor to Cohen & Company Capital Markets. Houlihan Capital, LLC acted as financial advisor and fairness opinion provider to the Special Committee and the IOAC Board. Ashwath Rau, Atreya Bhattacharya of AZB & Partners acted as legal advisor to Innovative International Acquisition Corp. WithumSmith+Brown, PC, Ernst & Young LLP, McDermott Will & Emery LLP, West Monroe Partners, LLC and Morris, Nichols, Arsht & Tunnell LLP all acted as due diligence providers to IOAC. Equiniti Trust Company, LLC acted as transfer agent for IOAC?s ordinary shares. Morrow Sodali LLC acted as proxy solicitor to IOAC for a fee of $20,000. Jett Capital acted as financial advisor to IOAC in connection with the merger and also in connection with a possible private placement related to business combination for a cash fee equal to $500,000. Zoomcar engaged Advantage Proxy, Inc. as Solicitation Agent and will pay a fee of $8,500.

ZoomCar, Inc. completed the acquisition of Innovative International Acquisition Corp. (NasdaqGM:IOAC) from Innovative International Sponsor I LLC, Saba Capital Management, L.P., Highbridge Capital Management, LLC and others in a reverse merger transaction on December 28, 2023. With the closing of the merger, IOAC has been renamed Zoomcar Holdings, Inc., and will continue to operate under the Zoomcar management team, led by Greg Moran, Zoomcar, Inc.?s Co-Founder and Chief Executive Officer. Shares of Zoomcar common stock are expected to begin trading under the symbol ZCAR on the Nasdaq Global Market platform on or about December 29, 2023; publicly trading warrants are expected to be listed on the Nasdaq Capital Market platform on or about the same date.