--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-127870" form_type: "8-K" ticker: "ZCAR" cik: "0001854275" company_name: "Zoomcar Holdings, Inc." filed_at: "2023-12-21T23:59:59+00:00" generated_at: "2026-06-07T09:23:18.507754+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Innovative International Acquisition Corp. shareholders approve Zoomcar merger; 98.7% of public shares redeemed ## Summary - All proposals passed with ~9.7M votes for and <10K against each. - Business combination with Zoomcar approved; domestication to Delaware authorized. - Public shareholders redeemed 2,413,764 shares (98.7% of public shares). - Seven directors elected to New Zoomcar board, including Greg Moran and Mohan Ananda. - 2023 Equity Incentive Plan adopted; incentive plan and Nasdaq issuance proposals passed. ## SEC filing metadata - accession: 0001104659-23-127870 - form_type: 8-K - ticker: ZCAR - cik: 0001854275 - company_name: Zoomcar Holdings, Inc. - filed_at: 2023-12-21T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/tm2333388d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-127870 - JSON: https://secwatch.observer/filing/0001104659-23-127870.json - Plain text: https://secwatch.observer/filing/0001104659-23-127870.txt ## Key facts - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Approval of the Agreement and Plan of Merger and Reorganization (Business Combination). at the 2023-12-19 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-19 source text: The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,367 9,297 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Advisory Charter Proposal 5B: To provide that any amendment to the Proposed Bylaws will require approval of either the board or holders of at least 66 2/3% of voting power. at the 2023-12-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-19 source text: 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 (66 2∕3%) 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. Votes For Votes Against Abstentions 9,228,052 497,612 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Approval of the change of IOAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware (Domestication). at the 2023-12-19 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-19 source text: The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,366 9,298 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Approval of the issuance of shares or securities convertible into shares of common stock of New Zoomcar in connection with the Business Combination for Nasdaq compliance. at the 2023-12-19 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-19 source text: The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,367 9,297 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Advisory Charter Proposal 5D: To eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies. at the 2023-12-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-19 source text: Advisory Charter Proposal 5D: To eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies. Votes For Votes Against Abstentions 9,716,366 9,298 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Advisory Charter Proposal 5A: To authorize capital stock of 260,000,000 shares. at the 2023-12-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-19 source text: Advisory Charter Proposal 5A: To authorize capital stock of 260,000,000 shares, consisting of 250,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock. Votes For Votes Against Abstentions 9,456,863 268,801 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Amendment and restatement of Existing Organizational Documents into the Proposed Charter and Proposed Bylaws of New Zoomcar. at the 2023-12-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-19 source text: The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,487,556 238,108 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved 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. at the 2023-12-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-12-19 source text: 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. Votes For Votes Against Abstentions 9,456,863 268,801 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm - Shareholder Votes Zoomcar Holdings, Inc. shareholders approved Amendments to IOAC’s Amended and Restated Memorandum and Articles of Association to remove the requirement 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. at the 2023-12-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-19 source text: The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,367 9,297 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1854275/000110465923127870/0001104659-23-127870-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.