Zoomcar Holdings, Inc. — fact timeline

Geiv Dubash departed as Chief Financial Officer at Zoomcar Holdings, Inc..

“On April 4, 2024, Zoomcar Holdings, Inc. (the “ Company ”) and Geiv Dubash, the Chief Financial Officer of the Company, agreed to a mutual separation of employment, effective April 12, 2024.”

Zoomcar Holdings, Inc. amended Amendment with ASJC Global LLC – Series 24 and Cohen Sponsor LLC – A24 RS valued at $500,000 in an upfront cash payment and thereafter, and only after the Lock-Up Release Parties have (effective 2024-03-18).

“On March 18, 2024, the Lock-Up Release Agreement was amended (the “ Amendment ”) pursuant to which (i) the Lock-Up Release Period was extended from 120 days through the end of the original six-month lock-up period, (ii) the volume and stock price restrictions for sales made by the Lock-Up Release Parties during the Lock-Up Release Period were removed and (iii) the payment terms between the Company and Lock-Up Release Parties was modified such that, in lieu of the prior payment schedule, the Lock-Up Release Parties will pay the Company $500,000 in an upfront cash payment and thereafter, and only after the Lock-Up Release Parties have sold 1,428,572 shares, the Lock-Up Release Parties will pay the Company $0.35 per additional share sold during the Lock-Up Release Period.”

Zoomcar Holdings, Inc. received a nasdaq deficiency notice notice regarding board independence (rules 5605, 5605(b)(1)(A)).

“March 12, 2024, the Company received a notice (“ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that, as a result of the resignation of David Ishag from the board of directors of the Company (the “ Board ”), effective January 30, 2024, the Company is no longer in compliance with the continued listing requirements set forth in Nasdaq Listing Rule 5605, which requires that a majority of the Board be comprised of independent directors. The Notice is only a notification of deficiency, not of imminent delisting, and has no cur”

Zoomcar Holdings, Inc. reported the third fiscal quarter ended December 31, 2023 results: revenue $2.4 million, net income $14.4 million.

“Accounting Principles (GAAP) and as adjusted (non-GAAP). A reconciliation of GAAP to non-GAAP metrics appears at the end of this news release. ● Net revenue decreased 19% to $2.4 million, compared to $3.0 million in the same period last year. The decrease in revenue was primarily due to a lower number of days booked resulting in decreased gross billings as the”

Zoomcar Holdings, Inc. dismissed Marcum LLP as its auditor.

“the Board dismissed Marcum LLP as the Company's independent registered public accounting firm and appointed GT as the Company's independent registered public accounting firm on December 29, 2023”

Zoomcar Holdings, Inc. entered into Lock-Up Release Agreement with ASJC Global LLC – Series 24 and Cohen Sponsor LLC – A24 RS valued at cash fee to be paid by the Lock-Up Release Parties to the Company within 3 business days following e (effective 2024-02-01).

“On February 1, 2024, the Company entered into an agreement (the “ Lock-Up Release Agreement ”) with two of the former members of the Sponsor, ASJC Global LLC – Series 24 (“ ASJC ”) and Cohen Sponsor LLC – A24 RS (“ Sponsor Investor ”, and together with ASJC, the “ Lock-Up Release Parties ”), pursuant to which the Company agreed to waive the lock-up restrictions provided for in the Letter Agreement with respect to the Lock-Up Release Parties for a period of 120 days (the “ Lock-Up Release Period ”) in exchange for a cash fee”

David Ishag resigned as member of the board of directors at Zoomcar Holdings, Inc..

“On January 30, 2024, David Ishag tendered his resignations as a member of the board of directors of the Company.”

Adarsh Menon was appointed as President at Zoomcar Holdings, Inc..

“Effective January 8, 2024, Zoomcar Holdings, Inc. (the “ Company ”) appointed Adarsh Menon as the President of the Company”

Zoomcar Holdings, Inc.: Company ceased to be a shell company.

“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.”

Zoomcar Holdings, Inc.: Changed fiscal year end from December 31 to March 31.

“In connection with the Closing, the Company changed its fiscal year end from December 31 to March 31.”

Zoomcar Holdings, Inc.: Amended and restated bylaws.

“in addition, upon the Closing, pursuant to the terms of the Merger Agreement, the Company amended and restated its bylaws.”

Zoomcar Holdings, Inc.: Amended and Restated Certificate of Incorporation filed.

“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.”

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).

“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”

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).

“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.”

Zoomcar Holdings, Inc. engaged Grant Thornton Bharat LLP as its auditor.

“oard approved the engagement of Grant Thornton Bharat LLP (“ Grant Thornton ”) as the Company’s independent registered”

Zoomcar Holdings, Inc. dismissed Marcum LLP as its auditor.

“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”

Zoomcar Holdings, Inc. amended First Amendment to the Agreement and Plan of Merger and Reorganization with Innovative International Acquisition Corp. valued at Amended Merger Agreement to accelerate distribution of Earnout Shares (effective 2023-12-29).

“On December 29, 2023, the Parties entered into the First Amendment to the Agreement and Plan of Merger and Reorganization (the “ First Amendment ”), pursuant to which the Parties amended the Merger Agreement to accelerate the distribution of the Earnout Shares such that the Earnout Shares cease to be subject to conditions based on trading pricesand will, instead, be immediately released from the Earnout Escrow Account for distribution to Zoomcar Stockholders in the manner described in, and subject to the terms of, the Merger Agreement .”

Zoomcar Holdings, Inc. entered into Fee Modification Agreement with Cantor Fitzgerald & Co. and J.V.B. Financial Group, LLC (effective 2023-12-28).

“On December 28, 2023, IOAC, Cantor and J.V.B., in consideration of redemption levels by IOAC public shareholders, among other factors, the foregoing parties entered into a fee modification agreement (the “Fee Modification Agreement”), pursuant to which, among other things, Cantor agreed to accept, in lieu of payment of the deferred underwriting commission in cash at the Closing, an aggregate of 1,200,000 shares (the “Modified Fee Shares”), of which 1,000,000 Modified Fee Shares shall be issued to Cantor and 200,000 Modified Fee Shares shall be issued to J.V.B., in lieu of the cash payments otherwise deliverable to each of Cantor and J.V.B. (“Holders”) pursuant to the Underwriting Agreement and the JVB Engagement Letter, respectively.”

Zoomcar Holdings, Inc. entered into Non-Redemption Agreement with Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP (collectively, Investor) (effective 2023-12-27).

“On December 27, 2023, IOAC entered into a non-redemption agreement (the “Non-Redemption Agreement”) with each of (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO, collectively, “Investor”), pursuant to which Investor agreed to reverse the redemption of 150,000 Class A ordinary shares of IOAC.”

Zoomcar Holdings, Inc.: Removed requirement limiting ability to redeem ordinary shares and consummate initial business combination if redemptions would cause net tangible assets below $5,000,001 (effective 2023-12-19).

“At the Business Combination Meeting, the shareholders of IOAC approved by special resolution under Cayman Islands law, amendments (collectively, the “NTA Amendment”) to IOAC’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) to remove the requirements contained in the Existing Organizational Documents 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.”

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.

“The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,367 9,297 0”

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.

“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”

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.

“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”

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.

“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”

Zoomcar Holdings, Inc. shareholders approved Advisory Charter Proposal 5A: To authorize capital stock of 260,000,000 shares. at the 2023-12-19 meeting.

“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”

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.

“The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,487,556 238,108 0”

Zoomcar Holdings, Inc. shareholders approved Approval of the Agreement and Plan of Merger and Reorganization (Business Combination). at the 2023-12-19 meeting.

“The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,367 9,297 0”

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.

“The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,366 9,298 0”

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.

“The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions 9,716,367 9,297 0”

Zoomcar Holdings, Inc. incurred convertible notes of $2,027,840 with Innovative International Sponsor I LLC at no interest maturing 90 days after the consummation of the Business Combination.

“with extensions of the date by which IOAC must consummate an initial business combination (such promissory notes, the “Existing Notes”). As of the date hereof, (i) approximately $2,027,840 is outstanding under the Existing Notes payable to Ananda Small Business Trust (“Ananda Trust”), payable on the date of the consummation of the Business Combination, and of such”

Zoomcar Holdings, Inc. amended Lock-Up Amendment with Ananda Small Business Trust (effective 2023-12-19).

“IOAC and Ananda Trust entered into an amended lock-up agreement (the “Lock-Up Amendment”) containing restrictive trading provisions with respect to all securities held by Ananda Trust”

Zoomcar Holdings, Inc. entered into Closing Subscription Agreement with Ananda Small Business Trust valued at 1,666,666 IOAC Class A ordinary shares at a price of $3.00 per share (effective 2023-12-19).

“IOAC and Ananda Small Business Trust (“Ananda Trust”), an affiliate of Innovative International Sponsor I LLC, IOAC’s sponsor (the “Sponsor”), entered into a subscription agreement (the “Closing Subscription Agreement”), pursuant to which Ananda Trust agreed to purchase 1,666,666 IOAC Class A ordinary shares at a price of $3.00 per share”

Zoomcar Holdings, Inc. received a nasdaq delisting notice notice regarding market value.

“November 20, 2023, IOAC received a written notice (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because IOAC has not regained compliance with the Market Value of Listed Securities Standard (the “MVLS Rule”), IOAC’s securities (units, ordinary shares and warrants) will be suspended from The Nasdaq Global Market unless IOAC timely requests a hearing to appeal such decision before the Nasdaq Hearings Panel (the “Panel”). IOAC has requested a hearing before the Panel, and the delisting action has been stayed by Nasdaq pe”

Zoomcar Holdings, Inc.: The Company's shareholders approved an amendment (Extension Amendment) to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from November 29, 2023 to December 29, 2023 (effective 2023-11-29).

“At the Extension Meeting, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the date by which the Company must consummate an initial business combination for one (1) month, from November 29, 2023 to December 29, 2023.”

Zoomcar Holdings, Inc. shareholders approved Trust Agreement Amendment at the 2023-11-29 meeting.

“The Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes: For Against Abstain 9,110,000 0 0”

Zoomcar Holdings, Inc. shareholders approved Extension Amendment to extend the date by which the Company must consummate a business combination at the 2023-11-29 meeting.

“The Extension Amendment was a pproved by a special resolution of the Company’s shareholders, and received the following votes: For Against Abstain 9,110,000 0 0”

Zoomcar Holdings, Inc. incurred loan of up to $200,000 with Innovative International Sponsor I LLC at no interest maturing the date of the consummation of the Company’s initial business combination.

“On December 1, 2023, the Company issued an unsecured promissory note (the “Note”), in the amount of up to $200,000 to Innovative International Sponsor I LLC.”

Zoomcar Holdings, Inc. received a nasdaq delisting notice notice regarding market value.

“November 20, 2023, Innovative International Acquisition Corp. (the “Company”), received a written notice (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not regained compliance with the Market Value of Listed Securities Standard (the “MVLS Rule”), the Company’s securities (units, ordinary shares and warrants) will be suspended from The Nasdaq Global Market unless the Company timely requests a hearing to appeal such decision before the Nasdaq Hearings Panel (the “Panel”). The Company has requested a hea”

Zoomcar Holdings, Inc. received a nasdaq delisting notice notice regarding market value (rules 5450(b)(2)(A), 5450(a)(2)).

“ts a hearing to appeal this determination by 4:00 p.m. Eastern Time on November 27, 2023, and Innovative has requested such hearing. The market value of Innovative’s listed securities was below the $50,000,000 minimum MVLS requirement for continued listing on Nasdaq Global under Nasdaq Listing Rule 5450(b)(2)(A) (the “MLVS Rule”) and had not been at least $50,000,000 for the proceeding 30 consecutive trading days. As previously reported by Innovative on its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2023, the Nasdaq initially notified I”

Zoomcar Holdings, Inc.: Extended deadline for initial business combination from October 29, 2023 to November 29, 2023 (effective 2023-10-27).

“shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the date by which the Company must consummate an initial business combination for one (1) month, from October 29, 2023 to November 29, 2023.”

Zoomcar Holdings, Inc. shareholders approved Trust Agreement Amendment at the 2023-10-27 meeting.

“The Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes: For Against Abstain 10,849,291 9,298 0”

Zoomcar Holdings, Inc. shareholders approved Extension Amendment at the 2023-10-27 meeting.

“The Extension Amendment was a pproved by a special resolution of the Company’s shareholders, and received the following votes: For Against Abstain 10,849,292 9,297 0”

Zoomcar Holdings, Inc. amended Investment Management Trust Agreement Amendment with Equiniti Trust Company, LLC valued at Extended date to consummate initial business combination by one month, from October 29, 2023 to Nove (effective 2023-10-27).

“On October 27, 2023, Innovative International Acquisition Corp. (the "Company") held an extraordinary general meeting of shareholders (the "Extension Meeting") for the purpose of considering and voting on the Extension Amendment and the Trust Agreement Amendment (each as defined below) and, if presented, the proposal to adjourn the Extension Meeting to a later date. At the Extension Meeting, the shareholders of the Company approved the amendment to the Company's investment management trust agreement, dated as of October 26, 2021, as amended, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (the "Trust Agreement Amendment") to extend the date by which the Company must consummate an initial business combination for one (1) month, from October 29, 2023 to November 29, 2023 (which is 25 months from the closing of our IPO).”

Zoomcar Holdings, Inc. received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2), 5810(c)(2)(C), 5810(c)(2)(B)(i)).

“October 9, 2023, Innovative International Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, based on the number of beneficial holders and holders of record of the Company’s ordinary shares (the “Total Holders”), the Company no longer meets Listing Rule 5450(a)(2), which requires listed companies to maintain a minimum of 400 Total Holders. Nasdaq Listing Rule 5810(c)(2)(C) provides the Company with a period of 45 calendar days, or until November 24, 2023 (the “Compliance Da”

Zoomcar Holdings, Inc. incurred loan of up to $90,000 with Innovative International Sponsor I LLC at bears no interest maturing on the date on which the Company consummates an initial business combination.

“On October 3, 2023, the Company issued a promissory note in favor of the Sponsor (the “Note”) in the principal amount of up to $90,000 for expenses accrued in connection with the third monthly extension. The Note is non-convertible and bears no interest, and the principal balance is payable by the Company on the date on which the Company consummates an initial business combination.”

Zoomcar Holdings, Inc. incurred loan of up to $500,000 with Innovative International Sponsor I LLC at bears no interest maturing the date of the consummation of the Company's initial business combination.

“On August 18, 2023, Innovative International Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”), in the amount of up to $500,000 to Innovative International Sponsor I LLC.”

Zoomcar Holdings, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(b)(1)(A), 5605(d)(2), 5605(c)(4)).

“July 28, 2023, Innovative International Acquisition Corp. (the “Company”) received a written notice (the “Letter”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, as a result of the resignation of Valarie Sheppard, a member of the IOAC Board, the Company is not in compliance with Nasdaq’s independent director, compensation and audit committee requirements as set forth in Listing Rule 5605. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s secur”

Zoomcar Holdings, Inc.: Shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to three times for one month each, from July 29, 2023 to October 29, 2023 (effective 2023-07-20).

“At the EGM, the shareholders of the Company also approved an amendment (the "Extension Amendment") to the Company’s Amended and Restated Memorandum and Articles of Association, as amended on January 19, 2023, to extend the date by which the Company must consummate an initial business combination up to three (3) times for an additional one (1) month each time, from July 29, 2023 to October 29, 2023 (which is 24 months from the closing of our IPO).”

Zoomcar Holdings, Inc. shareholders approved Trust Agreement Amendment at the 2023-07-20 meeting.

“Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes: For Against Abstain 9,755,145 8,976 0”

Zoomcar Holdings, Inc. shareholders approved Extension Amendment at the 2023-07-20 meeting.

“Extension Amendment was a pproved by a special resolution of the Company’s shareholders, and received the following votes: For Against Abstain 9,755,145 8,976 0”