Mumbai, October 20, 2022: Zoomcar, Inc. (“Zoomcar”), the world’s largest emerging market focused car sharing platform, and Innovative International Acquisition Corp. (“Innovative”) (NASDAQ: IOAC), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive merger agreement (the “Merger Agreement”) that will result in Zoomcar becoming a publicly listed company. The transaction values the combined company (the “Combined Company”) at an implied pro forma enterprise value of approximately $456 million. Upon closing, the Combined Company will be renamed Zoomcar Holdings, Inc. and expects to list its common stock on Nasdaq.

Zoomcar presently has over 3 million active users and over 25,000 vehicles registered for use on its global car-sharing marketplace, a milestone achieved within just 12 months of launching its car-sharing platform. With private car usage rates of 1-2 hours per day across its core markets, Zoomcar benefits from exceptionally favorable market dynamics, as it sources vehicle owners to become hosts on its car-sharing marketplace. On the guest side of its business, Zoomcar benefits from the wide variety of use cases for private car usage across its core markets. The post-COVID-19 pandemic recovery also provides a significant opportunity for short-term vehicle usage.

“Zoomcar aims to fundamentally transform the urban mobility landscape across emerging markets through the introduction of a highly scalable marketplace focused car sharing platform,” said Zoomcar Co-Founder and CEO Greg Moran.

Zoomcar has grown steadily since its launch, with a rapid pace of adoption that has built its presence in four countries and more than 50 cities. Zoomcar’s first-mover advantage across markets provides a strong brand awareness that forms the backbone of its product-driven, organic growth strategy for future business buildout.

Zoomcar’s shared mobility vision has proven to be an ideal fit for emerging markets, with less than 10% average vehicle ownership across its core markets creating untapped demand among a growing middle class that values affordability and convenience. Additionally, young populations and rapidly growing, dense cities make Zoomcar’s car-sharing marketplace ecosystem stronger and help to strengthen continuous adoption.

Zoomcar’s unique technology platform facilitates car sharing at scale. Owners of personal, private or non-transport vehicles (hosts) can list their vehicles on the platform, and eligible users (“guests”) can book them for personal use. Hosting on Zoomcar is easy and hosts cars listed on the platform are fitted with a customized safety monitoring hardware device, offering 100% keyless entry as part of Zoomcar’s proprietary IoT technology stack. After onboarding, the car is ready to earn income for the host once it starts receiving bookings. Hosts have the flexibility to share their car whenever it’s convenient and hosts are credited with earnings upon the completion of a booking.

Management Comments

Greg Moran, Founder & CEO of Zoomcar

“Zoomcar’s car-sharing marketplace is positioned to cut across emerging markets, and we expect to target future expansion opportunities in markets which include SE Asia, Latin America, MENA, and Sub-Saharan Africa,” Moran said. “We see a vast addressable market, totalling approximately $90 billion annually by 2025, due to current average private car ownership levels of less than 10% across, combined with an underutilized vehicle base of nearly 200 million cars in our core markets.”

Dr. Mohan Ananda, Chairman & CEO of Innovative

“With our deep experience in operations & technology, we see Zoomcar’s advanced platform addressing and solving the industry’s most pressing needs in today’s challenging urban and emerging markets. Zoomcar’s track record and success to date set Zoomcar apart from competitors and positions it for accelerated growth at a time when vehicle usage demand is growing and car ownership remains very low.”

Key Transaction Terms

The Proposed Transaction between Innovative and Zoomcar is structured as a merger of an Innovative subsidiary and Zoomcar and concurrent issuance of securities by Innovative to Zoomcar security holders. Upon consummation of the merger, the publicly listed Combined Company is expected to be renamed “Zoomcar Holdings, Inc.”. The Proposed Transaction values Zoomcar 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. The Trust Account established by Innovative at the time of its initial public offering currently contains approximately $235 million. Proceeds from the Trust Account, following satisfaction of redemptions by Innovative shareholders, are expected to provide proceeds to Zoomcar at closing to pursue its business strategy and for general working capital purposes. 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.

The boards of directors of both Zoomcar and Innovative have unanimously approved the proposed business combination, which is expected to be completed in the first half of 2023, subject to, among other things, approval by Innovative’s and Zoomcar’s shareholders, and satisfaction (or waiver, as applicable) of the conditions stated in the Merger Agreement, 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”).

Additional information about the Proposed Transaction, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K to be filed by Innovative with the SEC and available at www.sec.gov. Additional information about the Proposed Transaction will be described in the Registration Statement, which Innovative will file with the SEC.

Advisors

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as the exclusive financial advisor and exclusive capital markets advisor to Zoomcar; 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”). McDermott Will & Emery LLP is acting as US legal advisor to Innovative. Morris, Nichols, Arsht & Tunnell LLP is acting as legal advisors to the Special Committee. DLA Piper LLP (US) is acting as legal advisor to Cohen & Company Capital Markets.

Investor Webcast

Zoomcar and Innovative expect to hold a joint conference call to discuss the proposed business combination. A transcript of the conference call will be furnished by Innovative to the SEC and available on the SEC’s website at www.sec.gov. In addition, Innovative intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus of Innovative and will file other documents regarding the Proposed Transaction with the SEC.