8-K
filed January 4, 2024, 6:59 PM ET
ticker ZCAR
CIK 0001854275
M&A
confidence high
sentiment neutral
materiality 0.85
Zoomcar Holdings, Inc. (ZCAR): auditor change — Zoomcar Holdings closes de-SPAC merger, issues $8.4M convertible note, amends earnout escrow
Zoomcar Holdings, Inc.
- Consummated merger with IOAC on Dec 28, 2023; name changed to Zoomcar Holdings, Inc.
- Each Zoomcar share converted into 0.0284 shares of new Common Stock; aggregate Merger Consideration ~$350M.
- Issued $8.43M unsecured convertible note (8% interest, $10 conversion price, $0.25 floor) for transaction expenses.
- Post-closing amendment eliminated price-based earnout conditions; 20M Earnout Shares released; Assumed Warrants adjusted ~1.73x.
- Entered deferred payment agreements totaling ~$3M and issued ~$9.5M in promissory notes payable over 18 months.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Zoomcar Holdings, Inc. dismissed Marcum LLP as its auditor.
- Action
- dismissal
- Auditor
- Marcum LLP
- Successor
- Grant Thornton Bharat LLP
Exact text from the filing
oard dismissed Marcum LLP (“ Marcum ”), the Company’s independent registered public accounting firm. Marcum’s report on IOAC’s financial statements as of December 31, 2022 and 2021, and for the year ended December 31, 2022 and the period from March 22, 2021 (inception) through December 31, 2021, contained an explanatory paragraph relating to going concern, but otherwise did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the period from March 22, 2021 (inception) through September 30, 2023, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the d
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Zoomcar Holdings, Inc. engaged Grant Thornton Bharat LLP as its auditor.
- Action
- engagement
- Auditor
- Grant Thornton Bharat LLP
Exact text from the filing
oard approved the engagement of Grant Thornton Bharat LLP (“ Grant Thornton ”) as the Company’s independent registered
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Zoomcar Holdings, Inc.: Changed fiscal year end from December 31 to March 31.
- Change
- fiscal year change
Exact text from the filing
In connection with the Closing, the Company changed its fiscal year end from December 31 to March 31.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Zoomcar Holdings, Inc.: Amended and Restated Certificate of Incorporation filed.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “ A&R Certificate ”) with the Secretary of State of the State of Delaware.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Zoomcar Holdings, Inc.: Company ceased to be a shell company.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by the Company’s Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Zoomcar Holdings, Inc.: Amended and restated bylaws.
- Change
- bylaw amendment
Exact text from the filing
in addition, upon the Closing, pursuant to the terms of the Merger Agreement, the Company amended and restated its bylaws.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Zoomcar Holdings, Inc. underwent a change of control involving Zoomcar, Inc., Innovative International Merger Sub Inc., Innovative International Acquisition Corp. for newly-issued IOAC securities with an aggregate value equal to (w) $350,000,000 (closed 2023-12-28).
- Action
- change of control
- Counterparty
- Zoomcar, Inc., Innovative International Merger Sub Inc., Innovative International Acquisition Corp.
- Consideration
- newly-issued IOAC securities with an aggregate value equal to (w) $350,000,000
- Closing
- 2023-12-28
Exact text from the filing
an Indian limited liability company (“ Zoomcar India ”) (collectively, “ Zoomcar Stockholders ”), received newly-issued IOAC 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Zoomcar Holdings, Inc. entered into Securities Purchase Agreement with ACM Zoomcar Convert LLC valued at $8,434,605 unsecured convertible note with 7.5% OID, 8.0% interest per annum (effective 2023-12-28).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- ACM Zoomcar Convert LLC
- Value
- $8,434,605 unsecured convertible note with 7.5% OID, 8.0% interest per annum
- Effective
- 2023-12-28
Exact text from the filing
On December 28, 2023, the Company and Zoomcar entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with ACM Zoomcar Convert LLC (the “ Purchaser ”) relating to an unsecured convertible note (the “ Note ”), obligations under which are guaranteed by certain of Zoomcar’s subsidiaries, issuable to such Purchaser after the Closing for $8,434,605 (the " Original Note Principal Amount "), in connection with certain transaction expenses associated with the Business Combination that were incurred but paid at the Closing.
View on SEC.gov
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