$ZCAR
Zoomcar Holdings, Inc.

2023 Q3 Form 10-Q Financial Statement

#000141057823002528 Filed on November 20, 2023

View on sec.gov

Income Statement

Concept 2023 Q3
Revenue $0.00
YoY Change
Cost Of Revenue $2.737M
YoY Change
Gross Profit -$2.737M
YoY Change
Gross Profit Margin
Selling, General & Admin $3.322M
YoY Change
% of Gross Profit
Research & Development $919.9K
YoY Change
% of Gross Profit
Depreciation & Amortization $255.1K
YoY Change
% of Gross Profit
Operating Expenses $1.191M
YoY Change -50.56%
Operating Profit -$1.191M
YoY Change -50.56%
Interest Expense $0.00
YoY Change -100.0%
% of Operating Profit
Other Income/Expense, Net
YoY Change
Pretax Income -$785.9K
YoY Change -41.74%
Income Tax
% Of Pretax Income
Net Earnings -$785.9K
YoY Change -41.74%
Net Earnings / Revenue
Basic Earnings Per Share -$2.569K
Diluted Earnings Per Share -$0.07
COMMON SHARES
Basic Shares Outstanding 4.828K shares
Diluted Shares Outstanding 4.828K shares

Balance Sheet

Concept 2023 Q3
SHORT-TERM ASSETS
Cash & Short-Term Investments $23.00K
YoY Change -73.25%
Cash & Equivalents $23.21K
Short-Term Investments
Other Short-Term Assets $34.00K
YoY Change -85.36%
Inventory
Prepaid Expenses $34.05K
Receivables
Other Receivables
Total Short-Term Assets $57.26K
YoY Change -82.01%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments $30.73M
YoY Change -86.98%
Other Assets
YoY Change
Total Long-Term Assets $30.73M
YoY Change -86.98%
TOTAL ASSETS
Total Short-Term Assets $57.26K
Total Long-Term Assets $30.73M
Total Assets $30.79M
YoY Change -86.97%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $7.987M
YoY Change 85.93%
Accrued Expenses
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt $3.028M
YoY Change 909.33%
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $11.08M
YoY Change 135.29%
LONG-TERM LIABILITIES
Long-Term Debt $0.00
YoY Change
Other Long-Term Liabilities $12.10M
YoY Change 0.0%
Total Long-Term Liabilities $12.10M
YoY Change 0.0%
TOTAL LIABILITIES
Total Short-Term Liabilities $11.08M
Total Long-Term Liabilities $12.10M
Total Liabilities $23.18M
YoY Change 37.89%
SHAREHOLDERS EQUITY
Retained Earnings -$23.12M
YoY Change 40.35%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$23.12M
YoY Change
Total Liabilities & Shareholders Equity $30.79M
YoY Change -86.97%

Cashflow Statement

Concept 2023 Q3
OPERATING ACTIVITIES
Net Income -$785.9K
YoY Change -41.74%
Depreciation, Depletion And Amortization $255.1K
YoY Change
Cash From Operating Activities -$388.1K
YoY Change -51.58%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities $3.621M
YoY Change
Cash From Investing Activities $3.621M
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities -3.246M
YoY Change -1181.87%
NET CHANGE
Cash From Operating Activities -388.1K
Cash From Investing Activities 3.621M
Cash From Financing Activities -3.246M
Net Change In Cash -13.10K
YoY Change -97.39%
FREE CASH FLOW
Cash From Operating Activities -$388.1K
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">NOTE 1. ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Innovative International Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on March 22, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2023, the Company had not commenced any operations nor generated any revenue. All activity for the period from March 22, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (the “IPO”) described below, and subsequent to the IPO, identifying a target company for a Business Combination and other customary business conduct related thereto. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected March 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s sponsor is Innovative International Sponsor I LLC, a Delaware limited liability company (the “Sponsor”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s IPO was declared effective on October 26, 2021 (the “Effective Date”). On October 29, 2021, the Company consummated its IPO of 23,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 and the sale of 1,060,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to the Sponsor, and Cohen &amp; Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), and Cantor Fitzgerald &amp; CO. (“Cantor”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $16,664,843 consisting of $3,173,059 of underwriting commissions, $12,100,000 of deferred underwriting commissions and $1,391,784 of other cash offering costs.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The initial Business Combination must occur with one or more operating businesses or assets with an aggregate fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Upon the closing of the IPO, management has agreed that an amount equal to at least $10.20 per Unit sold in the IPO, including a portion of the proceeds of the Private Placement Shares, will be held in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any (less up to $100,000 interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Shares deposited into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete its initial Business Combination within 24 months from the closing of the IPO, subject to applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares (the “Public Shares”) upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the applicable law or stock exchange listing requirement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of <span style="-sec-ix-hidden:Hidden_7CWJhDQAW0KqGIz59RLNGA;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">two</span></span> business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to Cantor.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the U.S. Securities and Exchange Commission and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheets until such date that a redemption event takes place. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company has up to 24 months from the closing of the IPO to complete the Business Combination (the “Combination Period”). If the Company is unable to consummate the Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">On January 19, 2023, the Company held the Extraordinary General Meeting (“January EGM”). At the January EGM, the shareholders of the Company approved (i) an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to six (6) times for an additional one (1) month each time from January 29, 2023 to July 29, 2023 (which is 21 months from the closing of the Company’s initial public offering) (the “Extension”) and (ii) an amendment to the Company’s investment management trust agreement, dated as of October 26, 2021, and between the Company and American Stock Transfer &amp; Trust Company, LLC (the “Trust Agreement”), pursuant to which amendment </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">the Company would deposit into the Company’s Trust Account, for each one-month extension, the lesser of (a) $165,000 and (b) $0.055 for each public share outstanding after giving effect to the redemption.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 10pt 0pt;">In connection with the January EGM, shareholders holding 19,949,665 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $206.5 million (approximately $10.35 per public share redeemed) was removed from the Trust Account to pay such holders and approximately $31.5 million remained in the Trust Account. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 10pt 0pt;">In connection with the First Extension, the Sponsor has agreed to make available to the Company an aggregate amount of up to $990,000 to be used only for expenses accrued in connection with the extension of the date by which the Company must consummate an initial business combination, pursuant to a promissory note in favor of the Sponsor (the “First Extension Note”). The First Extension Note is non-convertible and bears no interest, and the principal balance is payable by the Company on the date of the consummation of the Company’s initial business combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 10pt 0pt;">On July 20, 2023, the Company held the Extraordinary General Meeting (the “July EGM”). At the July EGM, the shareholders of the Company approved (i) an amendment to the Company’s 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 (3) times for an additional <span style="-sec-ix-hidden:Hidden_u6g__PDspk-mDiHCzuhA0w;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">one</span></span> (1) month each time from July 29, 2023 to October 29, 2023 (which is 24 months from the closing of the Company’s initial public offering) (the “Second Extension”) and (ii) a second amendment to the Trust Agreement, pursuant to which amendment the Company would deposit into the Company’s Trust Account, for each <span style="-sec-ix-hidden:Hidden_rpAji7PC8UGPTbhikXb1DQ;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">one-month</span></span> extension, the lesser of (a) $90,000 and (b) $0.03 for each public share outstanding after giving effect to the redemption.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 10pt 0pt;">In connection with the July EGM, shareholders holding 339,914 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $3.8 million (approximately $11.13 per public share redeemed) was removed from the Trust Account to pay such holders and approximately $30.17 million remained in the Trust Account. Following redemptions, the Company had 2,710,421 public shares outstanding.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 10pt 0pt;">In connection with the Second Extension, on July 20, 2023, the Company issued an unsecured promissory note (the “Second Extension Note”), in the amount of up to $180,000 to the Sponsor. The proceeds of the Second Extension Note may be drawn down from time to time prior to the date of the consummation of the Company’s initial business combination upon request by the Company. The Second Extension Note is non-convertible and bears no interest, and the principal balance is payable on the date of the consummation of the Company’s initial business combination. The Second Extension Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Extension Note and all other sums payable with regard to the Second Extension Note becoming immediately due and payable.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 10pt 0pt;">For the six months ended September 30, 2023, the Company has drawn $657,625 under First and Second Extension Notes and deposited it in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On July 28, 2023, we received a written notice from the Nasdaq Listing Qualifications Department notifying the us that, as a result of the resignation of Valarie Sheppard, a member of the IOAC Board, we are not in compliance with Nasdaq’s independent director, compensation and audit committee requirements as set forth in Listing Rule 5605. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market. The letter states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A), 5605(d)(2) and 5605(c)(4), Nasdaq will provide the Company with a cure period in order to regain compliance as follows: (i) until the earlier to occur of the Company’s next annual shareholders’ meeting or July 21, 2024; or (ii) if the next annual shareholders’ meeting is held before January 17, 2024, then the Company must evidence compliance no later than January 17, 2024. In each case, we expect to regain compliance with the Nasdaq Listing Rules prior to the expiration of the applicable cure periods provided by Nasdaq.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On August 18, 2023, the Company issued an unsecured promissory note (the “August 2023 Note”), in the amount of up to $500,000 to the Sponsor. The proceeds of the August 2023 Note may be drawn down from time to time prior to the date of the consummation of the Company’s initial business combination (the “Maturity Date”) upon request by the Company. The August 2023 Note bears no interest and the principal balance is payable on the Maturity Date. The August 2023 Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the August 2023 Note and all other sums payable with regard to the August 2023 Note becoming immediately due and payable.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor, officers, and directors have agreed (i) to waive their redemption rights with respect to their Founder Shares held by them, and any Public Shares they may acquire during or after the IPO in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and (iii) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Because we are a blank check company, rather than an operating company, and the Company’s operations will be limited to searching for prospective target businesses to acquire, the only third parties the Company currently expects to engage would be vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Liquidity and Capital Resources</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">As of September 30, 2023, the Company had cash outside the Trust Account of $23,213 available for working capital needs. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, all remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of September 30, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Through September 30, 2023, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Shares.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On September 7, 2022, the Company issued an unsecured convertible promissory note in the amount of up to $500,000 to Ananda Small Business Trust, an affiliated of the Sponsor (“Ananda Trust”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On January 3, 2023, the Company issued an unsecured promissory note (the “January 2023 Note”), in the amount of up to $500,000 to Ananda Trust.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On January 19, 2023, the Company issued the First Extension Note of up to an aggregate amount of up to $990,000 to be used only for expenses accrued in connection with the extension of the date by which the Company must consummate an initial business combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On May 10, 2023, the Company issued an unsecured promissory note (the “May 2023 Note”), in the amount of up to $500,000 to the Sponsor.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On July 20, 2023, the Company issued an unsecured promissory note (the “Second Extension Note”), in the amount of up to $180,000 to the Sponsor.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On August 18, 2023, the Company issued an unsecured promissory note (the “August Note”), in the amount of up to $500,000 to the Sponsor.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Total amount $3,027,625 was drawn under the notes listed above and outstanding as of September 30, 2023.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Going Concern</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company anticipates that the $23,213 of cash held outside of the Trust Account as of September 30, 2023, might not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of our Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The Company can raise additional capital through Working Capital Loans from the initial shareholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 29, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 29, 2023.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Risks and Uncertainties</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">In February 2022, Russia commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against Russia. The invasion of Ukraine may result in market volatility that could adversely affect our stock price and our search for a target company. Other recent events contributing to a climate of geopolitical uncertainty include military conflict between Palestine and Israel and rising tensions between China and Taiwan. Further, the impact of these actions and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt;">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">The IR Act has indicated that in most cases, interim U.S. federal and state income taxes would not apply to a SPAC incorporated in the Cayman Islands, including us, because the Cayman Islands does not impose income taxes.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;"><span style="font-size:1pt;margin-bottom:12pt;visibility:hidden;">​</span></p>
CY2021Q1 ioacu Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2023Q3 ioacu Transaction Costs
TransactionCosts
16664843
CY2023Q3 ioacu Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
3173059
CY2023Q3 ioacu Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
12100000
CY2023Q3 ioacu Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
1391784
ioacu Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
80
ioacu Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
50
CY2021Q4 us-gaap Shares Issued Price Per Share
SharesIssuedPricePerShare
10.20
ioacu Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
ioacu Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
ioacu Months To Complete Acquisitions
MonthsToCompleteAcquisitions
P24M
CY2023Q3 us-gaap Shares Issued Price Per Share
SharesIssuedPricePerShare
10.20
CY2023Q3 ioacu Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
CY2023Q3 ioacu Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
ioacu Months To Complete Acquisitions
MonthsToCompleteAcquisitions
P24M
ioacu Redemption Period Upon Closure
RedemptionPeriodUponClosure
P10D
ioacu Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
CY2023Q1 ioacu Maximum Number Of Times For Extend Date By Which Company Must Consummate Initial Business Combination
MaximumNumberOfTimesForExtendDateByWhichCompanyMustConsummateInitialBusinessCombination
6
CY2023Q1 ioacu Additional Extension Period Each Time For Company To Consummate Initial Business Combination
AdditionalExtensionPeriodEachTimeForCompanyToConsummateInitialBusinessCombination
P1M
CY2023Q1 ioacu Number Of Months To Complete Business Combination From Closing Of Initial Public Offering After Extensions
NumberOfMonthsToCompleteBusinessCombinationFromClosingOfInitialPublicOfferingAfterExtensions
P21M
CY2023Q1 ioacu Additional Extension Period Each Time For Company To Consummate Initial Business Combination
AdditionalExtensionPeriodEachTimeForCompanyToConsummateInitialBusinessCombination
P1M
CY2023Q1 ioacu Deposit Into Trust Account For Each One Month Extension
DepositIntoTrustAccountForEachOneMonthExtension
165000
CY2023Q1 ioacu Deposit Into Trust Account For Each One Month Extension Per Share Amount Of Each Public Share Outstanding
DepositIntoTrustAccountForEachOneMonthExtensionPerShareAmountOfEachPublicShareOutstanding
0.055
CY2023Q1 ioacu Number Of Public Shares Shareholders Exercised Their Right To Redeem
NumberOfPublicSharesShareholdersExercisedTheirRightToRedeem
19949665
CY2023Q1 ioacu Proceeds From Trust Account To Pay Holders
ProceedsFromTrustAccountToPayHolders
206500000
CY2023Q1 ioacu Redemption Price Per Public Share
RedemptionPricePerPublicShare
10.35
CY2023Q1 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
31500000
CY2023Q3 ioacu Maximum Number Of Times For Extend Date By Which Company Must Consummate Initial Business Combination
MaximumNumberOfTimesForExtendDateByWhichCompanyMustConsummateInitialBusinessCombination
3
CY2023Q3 ioacu Maximum Number Of Times For Extend Date By Which Company Must Consummate Initial Business Combination
MaximumNumberOfTimesForExtendDateByWhichCompanyMustConsummateInitialBusinessCombination
3
CY2023Q3 ioacu Additional Extension Period Each Time For Company To Consummate Initial Business Combination
AdditionalExtensionPeriodEachTimeForCompanyToConsummateInitialBusinessCombination
P1M
CY2023Q3 ioacu Number Of Months To Complete Business Combination From Closing Of Initial Public Offering After Extensions
NumberOfMonthsToCompleteBusinessCombinationFromClosingOfInitialPublicOfferingAfterExtensions
P24M
CY2023Q3 ioacu Deposit Into Trust Account For Each One Month Extension
DepositIntoTrustAccountForEachOneMonthExtension
90000
CY2023Q3 ioacu Deposit Into Trust Account For Each One Month Extension Per Share Amount Of Each Public Share Outstanding
DepositIntoTrustAccountForEachOneMonthExtensionPerShareAmountOfEachPublicShareOutstanding
0.03
CY2023Q3 ioacu Number Of Public Shares Shareholders Exercised Their Right To Redeem
NumberOfPublicSharesShareholdersExercisedTheirRightToRedeem
339914
CY2023Q3 ioacu Proceeds From Trust Account To Pay Holders
ProceedsFromTrustAccountToPayHolders
3800000
CY2023Q3 ioacu Redemption Price Per Public Share
RedemptionPricePerPublicShare
11.13
CY2023Q3 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
30170000
CY2023Q3 ioacu Number Of Public Shares Outstanding
NumberOfPublicSharesOutstanding
2710421
CY2023Q3 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
23213
CY2023Q3 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
23213
CY2021Q4 ioacu Number Of Months To Complete Business Combination From Closing Of Initial Public Offering After Extensions
NumberOfMonthsToCompleteBusinessCombinationFromClosingOfInitialPublicOfferingAfterExtensions
P21M
CY2021Q4 ioacu Number Of Months To Complete Business Combination From Closing Of Initial Public Offering After Extensions
NumberOfMonthsToCompleteBusinessCombinationFromClosingOfInitialPublicOfferingAfterExtensions
P21M
CY2023Q1 ioacu Number Of Public Shares Shareholders Exercised Their Right To Redeem
NumberOfPublicSharesShareholdersExercisedTheirRightToRedeem
19949665
CY2023Q1 ioacu Proceeds From Trust Account To Pay Holders
ProceedsFromTrustAccountToPayHolders
206500000
CY2023Q1 ioacu Redemption Price Per Public Share
RedemptionPricePerPublicShare
10.35
CY2023Q1 ioacu Cash Remain In Trust Account
CashRemainInTrustAccount
31500000
CY2023Q3 ioacu Number Of Public Shares Shareholders Exercised Their Right To Redeem
NumberOfPublicSharesShareholdersExercisedTheirRightToRedeem
339914
CY2023Q3 ioacu Proceeds From Trust Account To Pay Holders
ProceedsFromTrustAccountToPayHolders
3800000
CY2023Q3 ioacu Redemption Price Per Public Share
RedemptionPricePerPublicShare
11.13
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Use of Estimates</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The preparation of these unaudited condensed financial statements is in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities.</p>
CY2023Q3 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2023Q1 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
0
CY2021Q4 ioacu Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
CY2021Q4 ioacu Percentage Of Redeem Of Public Shares
PercentageOfRedeemOfPublicShares
1
CY2023Q3 ioacu Cash Remain In Trust Account
CashRemainInTrustAccount
30170000
CY2023Q3 ioacu Number Of Public Shares Outstanding
NumberOfPublicSharesOutstanding
2710421
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Concentration of Credit Risk</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts held at a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. To date the Company has not experienced losses on these accounts.</p>
CY2023Q3 us-gaap Deferred Offering Costs
DeferredOfferingCosts
16664843
CY2023Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q1 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2023Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2023Q3 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q1 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q3 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q1 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
ioacu Amount Outstanding
AmountOutstanding
500000
CY2023 ioacu Amount Outstanding
AmountOutstanding
500000
CY2023Q3 ioacu Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
ioacu Cash Underwriting Discount Rate
CashUnderwritingDiscountRate
0.05
CY2023Q3 ioacu Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
12100000
CY2023Q1 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2023Q3 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q1 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0

Files In Submission

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ioacu-20230930_def.xml Edgar Link unprocessable
0001410578-23-002528-index-headers.html Edgar Link pending
0001410578-23-002528-index.html Edgar Link pending
0001410578-23-002528.txt Edgar Link pending
0001410578-23-002528-xbrl.zip Edgar Link pending
Financial_Report.xlsx Edgar Link pending
ioacu-20230930.xsd Edgar Link pending
ioacu-20230930x10q.htm Edgar Link pending
ioacu-20230930xex31d1.htm Edgar Link pending
ioacu-20230930xex31d2.htm Edgar Link pending
ioacu-20230930xex32d1.htm Edgar Link pending
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ioacu-20230930xex3d1.htm Edgar Link pending
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ioacu-20230930_cal.xml Edgar Link unprocessable
ioacu-20230930_lab.xml Edgar Link unprocessable
ioacu-20230930_pre.xml Edgar Link unprocessable
ioacu-20230930x10q_htm.xml Edgar Link completed
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report.css Edgar Link pending
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FilingSummary.xml Edgar Link unprocessable