Innovative International Acquisition Corp.

The Bridge Warrants dominate everything else on this ballot: 55,084,746 shares at $0.1416 each is roughly $7.8 million of proceeds for a block the proxy concedes would exceed 20% of the outstanding common stock, and the exercise price is subject to downward adjustment. Approving the split and the warrants together lets the board shrink the count and then issue into it. A $0.1416 strike is the arithmetic of a company whose equity has already been repriced to a fraction of its combination value.

The consideration is built up rather than fixed: $350,000,000, plus the aggregate exercise prices of all vested Zoomcar options and all Zoomcar warrants outstanding immediately before the effective time, plus up to $40,000,000 of Zoomcar private debt or equity financing if consummated before closing, minus Zoomcar's net debt at closing. Three of those four terms are unknown until the day of closing, so the share count IOAC's holders are diluted by cannot be fixed from this document. Zoomcar preferred stock converts into common before the effective time and shares the same pool.

The consideration is a formula with three moving inputs on top of a fixed base: $350,000,000, plus the aggregate exercise prices of all vested Zoomcar options and outstanding Zoomcar warrants at the effective time, plus up to $40,000,000 of a Zoomcar private debt or equity financing if completed before closing, minus Zoomcar's net debt at closing. Each of those adjustments is unresolved at this version, so the number of New Zoomcar shares to be issued cannot be computed from the document. Zoomcar preferred stock is exchanged into common stock before the effective time.

The consideration is a four-term formula rather than a fixed number: $350,000,000, plus the aggregate exercise prices of all vested Zoomcar options and outstanding Zoomcar warrants immediately before the effective time, plus up to $40,000,000 of a Zoomcar private debt or equity financing if consummated before closing, minus Zoomcar's net debt at closing. Two of those terms move in opposite directions, so the shares actually issued turn on financing and leverage decided after the vote. Zoomcar preferred stock converts into common beforehand, enlarging the denominator.

The consideration is a formula with four moving parts rather than a fixed amount: $350,000,000, plus the aggregate exercise prices of all vested Zoomcar options and all Zoomcar warrants outstanding immediately before the effective time, plus up to $40,000,000 of any Zoomcar private debt or equity financing completed before the closing, minus Zoomcar's net debt at closing. Each Zoomcar share then takes that total divided by Zoomcar's fully diluted as-converted share count, so both the numerator and the denominator move until the last moment.

The two sides are asked in different forums: IOAC's shareholders vote at an extraordinary general meeting while Zoomcar's stockholders act by written consent, so a public holder cannot read the target's approval from any meeting result. The cover names no share count, so this version states no ceiling on issuance and the dilution cannot be sized from it. Approving the transaction also approves the domestication, moving the shares out of Cayman Islands law and into Delaware law at the same time.

The two sides are asked in different forums: IOAC's shareholders vote at an extraordinary general meeting while Zoomcar's stockholders act by written consent, so the target's approval does not turn on turnout. The cover states that the board 'has approved' the Domestication and the Merger Agreement rather than that it approved them unanimously. A holder who stays in is also being moved from a Cayman Islands exempted company into a Delaware corporation as part of the same transaction.

What changed: Zoomcar Holdings, the Innovative International Acquisition Corp. successor, filed its 10-K for the year ended March 31, 2026. Operations used $1.36 million of cash against $8.53 million a year earlier, the net loss narrowed to $14.62 million from $25.62 million, and the accumulated deficit reached $347.79 million. Cash and cash equivalents were $0.33 million at March 31, 2026. Nasdaq's Hearings Panel decided on May 6, 2025 to delist the common stock and public warrants; the shares now trade on OTCQX. Why it matters: Cash of $0.33 million against a $14.62 million annual loss is the whole picture: this company has roughly a week of losses in the bank and is funding itself with notes of $125,000 to $180,000 issued at discounts of 10% or more. Losses narrowing is real but irrelevant at that liquidity level. Delisting to OTCQX removes the exchange bid, and each new discounted convertible note issued at a depressed price expands the share count further for whatever remains of the former IOAC public float.

What changed: Zoomcar Holdings, the Innovative International Acquisition Corp. successor, filed an agreement containing company representations and warranties for a securities issuance. The captured text covers representations that all SEC documents filed to date complied in all material respects with the Exchange Act with no regulatory action alleging otherwise, and that the company has the corporate power and authority to conduct its business, to enter into and perform the transaction documents and to issue, sell and deliver the securities, with due authorisation to be obtained before closing. Why it matters: The excerpt captured is the boilerplate representations article of a securities purchase agreement, so the commercial terms — amount raised, price, conversion mechanics and any security — are not visible and this summary cannot state them; confidence is set low accordingly. The context is that the company reported $0.33 million of cash against a $14.62 million annual loss, so any securities issuance it signs is a financing necessity and the conversion terms are what former IOAC holders need from the full document.

What changed: Zoomcar Holdings, Inc. (successor to SPAC Innovative International Acquisition Corp) called a virtual annual meeting for July 20, 2026 at 11:00 a.m. ET, record date June 26, 2026. The agenda includes a tender offer proposal, an inducement grant for chairman Uri Levine (appointed effective March 31, 2025), a reverse stock split proposal and an adjournment proposal. Capitalization is 250,000,000 authorized common shares with about 8,488,485 outstanding as of June 26, 2026 and 1,630 preferred outstanding, against a fully diluted figure of up to 509,192,089 shares. Why it matters: The gap between roughly 8.5 million shares outstanding and up to 509.2 million shares on a fully diluted basis is the entire story: existing common holders face potential dilution of about sixty times if the convertible and warrant instruments are exercised in full, which also exceeds the 250 million authorized share ceiling and explains the reverse split on the same ballot. A reverse split creates the authorized headroom for those conversions rather than fixing the underlying dilution, so legacy SPAC holders should treat the split as enabling, not remedial.