Zoomcar, a market focused car sharing platform, and Innovative International Acquisition Corp, a publicly traded special purpose acquisition company, entered into a definitive merger agreement that will result in Zoomcar becoming a publicly listed company.
The transaction values the combined company at an implied pro forma enterprise value of approximately USD 456 million. Upon closing, the Combined Company will be renamed Zoomcar Holdings, Inc and expects to list its common stock on Nasdaq.
USD 10 Million Investment By Ananda Trust Investment
In addition and simultaneously with the execution of the Merger Agreement on October 13, 2022, Ananda Small Business Trust, a Nevada Trust (“Ananda Trust”), an affiliate of Innovative’s Sponsor, Innovative International Sponsor I LLC, invested an aggregate of USD 10 million in Zoomcar (the “Investment”) in exchange for a convertible promissory note issued by Zoomcar to Ananda Trust (the “Note”).
Under the terms of the Note, upon consummation of the proposed business combination between Innovative and Zoomcar (the “Business Combination”), Zoomcar’s repayment obligation under the Note will be offset against the obligations of Ananda Trust under a concurrently executed Subscription Agreement (the “Subscription Agreement”) entered into by Ananda Trust and Innovative to subscribe for 1,000,000 newly issued shares of Innovative at a purchase price of USD 10.00 per share.
The leading car sharing marketplace has witnessed steady growth since its launch, with more individuals hosting their cars on the platform to earn an additional passive income. Zoomcar offers over 1,000 unique SKUs across 40+ cities including transit points like airports and railway stations with a comprehensive portfolio of cars across categories – Hatchbacks, Sedans, MUVs, SUVs, EVs, and Luxury cars.
The Subscription Agreement includes registration rights obligations on the part of Innovative and is conditioned, among other customary closing conditions, upon the consummation of the Business Combination. In the event that the Business Combination is not consummated, the Note issued by Zoomcar in consideration of the Investment will be exchanged for a Zoomcar convertible promissory note and the Subscription Agreement will terminate automatically.Business Combination Advisors
Cohen & Company Capital Markets, a division of JVB. Financial Group, LLC, is acting as 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 advisor to the Special Committee. DLA Piper LLP (US) is acting as legal advisor to Cohen & Company Capital Markets.
