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 $350 million on July 28, 2022. ZoomCar, Inc. entered into a definitive merger agreement 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 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. Transaction consideration, consisting of newly-issued securities of the Combined Company, will include shares of Combined Company common stock, valued at $10.00 per share, and assumption of outstanding Zoomcar securities; additional earnout shares may be distributed to Zoomcar stockholders after closing, upon achievement of certain trading price-based targets or a change of control of the Combined Company.

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 boards of directors of both Zoomcar and Innovative have unanimously approved the proposed business combination.

The transaction is subject to, among other things, approval by Innovative's and Zoomcar's shareholders, obtaining all consents required by any governmental authority or from third parties, the satisfaction of the $5,000,001 minimum net tangible asset test by Innovative and satisfaction (or waiver, as applicable) of the conditions stated in the Merger Agreement, approval of the Innovative common stock for listing on Nasdaq, execution of the Escrow Agreement, the A&R Registration Rights Agreement duly executed by Innovative, the Lock-Up Agreement being in full force and effect as of the Closing, resignations of the directors and officers of Zoomcar as requested by Innovative, any waiting period applicable to the consummation of this Agreement under any Antitrust Laws shall have expired or been terminated, including regulatory approvals and other customary closing conditions, including a registration statement (the “Registration Statement”) to be filed by Innovative being declared effective by the U.S. Securities and Exchange Commission (the “SEC”). The deal is expected to be completed in the first half 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 is acting as financial advisor to the special committee of the board of directors of Innovative (the “Special Committee”). 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 fairness opinion provider to the Special Committee. 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.