(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40964 ZOOMCAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...

Market Potential - The estimated serviceable addressable market for Zoomcar is approximately $25 billion by March 31, 2025, assuming a penetration rate of less than 25% among potential customers [67]. - The total addressable market for Zoomcar is projected to be around $108 billion by March 31, 2025, based on broader adoption across potential customer bases in emerging markets [68]. - The estimated population across target urban centers in emerging markets is projected to reach 1.8 billion by 2025, with vehicle ownership expected to exceed 200 million cars [63]. - Transportation expenses account for up to 20% of average annual household income in emerging markets, highlighting the need for affordable mobility solutions [66]. - The current vehicle ownership rate in target emerging markets remains below 10%, indicating significant growth potential for car-sharing services [63]. Business Model and Operations - Zoomcar's business model emphasizes micro-entrepreneurship, allowing hosts to monetize underutilized assets through the platform [70]. - The company has ceased operations outside India, focusing all revenue generation efforts within the Indian market [62]. - As of March 31, 2025, Zoomcar had approximately 40,221 registered Host vehicles and 4.04 million active Guests [86]. - Less than 1% of all Zoomcar Hosts are classified as Professional Hosts, who typically list more than 10 cars at a time [1]. - Entrepreneurial Hosts, who list 2 to 10 vehicles, contribute to a majority of Zoomcar's bookings and overall business volume [1]. User Experience and Technology - The platform aims to serve a demographic of 75 million guests by 2025, targeting individuals aged 18 to 50 with annual incomes in the top 65th percentile [67]. - Zoomcar's platform is designed to meet evolving consumer expectations for personalized, digitized, and on-demand mobility solutions [65]. - The platform's affordability offers a significant cost advantage over traditional chauffeured car services, with mid-range car bookings being notably cheaper [72]. - The dynamic pricing engine allows Hosts to optimize earnings, with real-time adjustments based on demand and competition [76]. - The platform utilizes machine learning and data science to enhance user experience, including personalized pricing and recommendations for both Guests and Hosts [83]. - Zoomcar's technology enables 24/7 GPS monitoring of vehicles, facilitating roadside assistance and enhancing safety measures [85]. - The platform's rating and review system improves search relevance, promoting highly-rated Hosts to enhance Guest trust and booking conversion [77]. - The platform allows Hosts to customize pricing with dynamic pricing features, including minimum and maximum hourly booking prices based on demand [97]. - The platform offers a seamless onboarding process for Hosts, including standardized IoT devices for keyless entry [92]. - The platform's technology provides Hosts with comprehensive pricing analytics and demand-based visualizations to optimize earnings [97]. Community and Engagement - Continuous feedback from Hosts and Guests informs platform improvements, fostering a highly engaged community and enhancing customer loyalty [78]. - The platform's strong geographic concentration in urban areas maximizes convenience for Guests, reducing travel time to vehicle pick-up locations [71]. - The company plans to improve platform functionalities and offerings to better serve Hosts and Guests, focusing on organic growth rather than dedicated marketing spend [124]. - The company aims to increase post-booking engagement with Guests and expand use cases through strategic partnerships with adjacent businesses [129]. - Zoomcar's model supports local economies by enabling Hosts to generate income and spend it within their communities [120]. Market Position and Strategy - The company maintains a leading market share in digital car rental in India, with competition primarily from offline car rental and other transportation alternatives [130]. - The company is focused on building brand awareness and customer engagement through user-generated content and partnerships with third-party creators [128]. - The company has approximately 141 full-time employees, with a focus on engineering, operations, and support [143]. - The company currently has 21 registered trademarks and is in the process of examining additional trademark applications [141]. - The company is subject to various laws and regulations in India, which may impact its business operations and model [138]. Environmental Impact - The company believes that its platform can reduce CO2 outputs significantly, especially with an increase in electric vehicles and expansion into dense urban areas [125]. Financial Metrics - Zoomcar's average transaction value (ATV) is estimated to be $60, with the company's revenue share of total gross booking value (GBV) being approximately 45% [67]. - Approximately 542 vehicle models were listed on the platform, with 49% of Gross Booking Value (GBV) generated by SUVs and premium-segment vehicles [71]. - For the year ended March 31, 2025, approximately 316,528 Guests booked around 678,708 booking days on the platform [104]. - The platform currently has approximately 40,221 registered Host vehicles, providing Guests with multiple convenient booking locations [107].

Financial Position - As of September 30, 2024, total current assets decreased to $2,639,787 from $5,059,696 as of March 31, 2024, representing a decline of approximately 48%[20] - Current liabilities increased to $37,655,737 from $31,296,055, marking an increase of about 20%[20] - The company reported a cash and cash equivalents balance of $614,206, down from $1,496,144, a decrease of approximately 59%[20] - Accounts payable rose to $15,750,725 from $14,279,152, reflecting an increase of about 10%[20] - The accumulated deficit increased to $(313,435,055) from $(307,551,501), indicating a worsening of approximately 2%[20] - Total liabilities decreased to $38,948,254 from $42,864,786, a reduction of about 9%[20] - The company has a total stockholders' deficit of $(32,758,818) as of September 30, 2024, compared to $(33,692,188) as of March 31, 2024, a slight improvement of about 2.8%[20] - The company has negative working capital of $35,015,950 as of September 30, 2024, raising concerns about its ability to meet short-term obligations[35] Revenue and Loss - Total revenue for the three months ended September 30, 2024, was $2,246,897, a decrease of 16.2% compared to $2,681,008 for the same period in 2023[21] - Net loss attributable to common stockholders for the three months ended September 30, 2024, was $(3,351,975), compared to $(12,402,287) for the same period in 2023[22] - Total costs and expenses for the six months ended September 30, 2024, were $9,434,701, down from $17,097,303 for the same period in 2023, representing a reduction of 44.5%[21] - The company reported a loss from operations before income tax of $(1,572,251) for the three months ended September 30, 2024, compared to $(4,298,695) for the same period in 2023[21] - Comprehensive loss for the three months ended September 30, 2024, was $(3,316,834), compared to $(12,346,404) for the same period in 2023[22] - For the six months ended September 30, 2024, the net loss was $5,883,554, a significant improvement compared to a net loss of $41,183,419 for the same period in 2023, representing a reduction of approximately 86.7%[25] Cash Flow and Financing - Cash used in operating activities for the six months ended September 30, 2024, was $2,496,568, down from $10,214,140 in the prior year, indicating a decrease of about 75.5%[25] - The company reported a net cash generated from financing activities of $1,258,995 for the six months ended September 30, 2024, compared to $10,602,899 in the same period of 2023, reflecting a decrease of approximately 88.1%[25] - In November 2024, the company received net proceeds of $7.63 million from a private placement, which will be used to pay down outstanding Redeemable Promissory Notes[36] - The company entered into a letter agreement with Aegis Capital Corp. for a proposed private placement of up to $30 million in securities, indicating plans for future capital raising[36] Operational Changes - The Company has closed down operations for PT Zoomcar Indonesia Mobility Services and Zoomcar Egypt Car Rental LLC due to decreased bookings and rising economic difficulties[53] - The company has not paid any incentives to hosts during the three and six months ended September 30, 2024, as part of its marketing strategy[62] - The company anticipates completing the sale of assets held for sale by the year ending March 31, 2025, indicating a strategic focus on asset liquidation[144] Debt and Liabilities - The company is in default under various obligations, which may impact its ability to obtain additional capital necessary for operations[8] - The company has defaulted on equated monthly installments (EMI) payments for November 2023 to September 2024, with a total lease commitment balance of $5,804,548, including $1,781,841 of defaulted lease rentals[154] - The company has entered into negotiations with lenders to restructure payment terms and resolve outstanding claims[168] Stock and Equity - The company has 757,494 shares issued and outstanding as of September 30, 2024, compared to 631,859 shares as of March 31, 2024, an increase of approximately 20%[20] - The additional paid-in capital increased to $276,854,023 from $272,063,258, an increase of about 2.9%[20] - The company underwent a reverse stock split at a ratio of 1-for-100 effective October 21, 2024[24] - Following the Reverse Recapitalization, the total number of Common Stock outstanding was 428,754 shares, compared to 42,875,363 shares prior to the Reverse Stock Split[124] Accounting and Valuation - The Company has determined that it acts in an agent capacity for its marketplace service, presenting revenue net of facilitation fees received[61] - The Company has consolidated variable interest entities (VIEs) as it is the primary beneficiary, including Zoomcar Egypt Car Rental LLC and Zoomcar Vietnam Mobility LLC[51] - The estimated fair value of cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to short-term maturities[106] - The Company is evaluating the potential effects of new accounting standards on its financial statements, with no material impact expected from recent pronouncements[116]

Financial Performance - Total revenue for Q2 2024 was $2,240,985, a decrease of 14.3% from $2,614,618 in Q2 2023[19] - Net loss attributable to common stockholders for Q2 2024 was $(2,531,579), significantly improved from $(28,781,134) in Q2 2023[19] - The company reported a comprehensive loss of $(2,568,414) for Q2 2024, compared to $(28,905,311) in Q2 2023[20] - The net loss for the three months ended June 30, 2024, was $2,531,579, a significant improvement compared to a net loss of $28,781,134 for the same period in 2023, representing a reduction of approximately 91.2%[22] - Cash used in operating activities for the three months ended June 30, 2024, was $1,776,412, down from $6,436,166 in the prior year, indicating a decrease of about 72.5%[22] - The company expects to continue incurring net losses and significant cash outflows from operating activities for at least the next 12 months[32] - The company recorded a loss before income taxes of $2,531,579 for the three months ended June 30, 2024, compared to a loss of $28,781,134 in 2023[179] - Net loss available for common shareholders decreased to $(2,531,579) for the three months ended June 30, 2024, compared to $(28,781,134) for the same period in 2023[182] - Basic and diluted loss per share improved to $(0.04) for the three months ended June 30, 2024, from $(59.61) in the prior year[182] Assets and Liabilities - Total current assets decreased to $4,255,734 as of June 30, 2024, down from $5,059,696 as of March 31, 2024[18] - Total liabilities decreased to $39,494,384 as of June 30, 2024, compared to $42,864,786 as of March 31, 2024[18] - Cash and cash equivalents increased to $1,583,483 as of June 30, 2024, up from $1,496,144 as of March 31, 2024[18] - The company's accumulated deficit reached $310,083,080 as of June 30, 2024, up from $307,551,501 as of March 31, 2024[31] - The company has negative working capital of $33,848,408, raising substantial doubt about its ability to continue as a going concern[31] - The total assets reported as of June 30, 2024, were $3,410,571, compared to $3,297,552 as of March 31, 2024, indicating a growth in total assets[215] - The total liabilities increased to $21,244,691 as of June 30, 2024, from $20,714,000 as of March 31, 2024[215] - The company reported a decrease in accounts receivable from $194,197 as of March 31, 2024, to $164,463 as of June 30, 2024[215] - The company had a total of $4,092,087 in debt as of June 30, 2024, down from $5,049,483 as of March 31, 2024[215] Revenue Recognition - The Company derives its revenue primarily from facilitation services, which include fees charged to hosts and trip protection charges to renters[45] - The Company recognizes facilitation revenue on a straight-line basis over the duration of the rental trip, using the output method based on rental hours or days[47] - Revenue from services in India for the three months ended June 30, 2024, was $2,223,638, down from $2,573,882 in 2023, reflecting a decline of 13.6%[173] - The company’s contract liabilities as of June 30, 2024, were $557,060, compared to $640,173 as of March 31, 2024[174] - The company has accumulated deferred revenue of $18,806 as of June 30, 2024, down from $96,710 as of March 31, 2024, indicating a decrease in loyalty program liabilities[174] Financing Activities - The company issued common stock against Atalaya note, resulting in an increase of $2,324,696 in equity[21] - The company reported a net cash generated from financing activities of $1,561,327 for the three months ended June 30, 2024, compared to $7,010,786 in the same period of the previous year[22] - The company entered into a letter agreement with Aegis Capital Corp. for a proposed private placement of up to $30 million in securities, although no funds have been raised under this agreement yet[32] - The company issued common stock upon conversion of Unsecured Convertible Notes amounting to $2,324,696 during the reporting period[23] - The company raised $8,109,954 during the year ended March 31, 2023, and $13,175,027 during the year ended March 31, 2024, against Senior Subordinated Convertible Promissory Notes (SSCPN) and related warrants[135] - The company issued and sold an aggregate of $3,600,000 in principal amount of notes and warrants, resulting in gross proceeds of $3,000,000 on June 20, 2024[126] Stock and Equity - The company’s common stock and warrants began trading on the Nasdaq Global Market under the symbols "ZCAR" and "ZCARW," respectively, on December 28, 2023, following a merger agreement[25] - The Company issued 20,000,000 shares of Common Stock as part of the earnout consideration for the acquisition of Zoomcar, Inc.[88] - The Company has 220,000,000 shares of Common Stock authorized for issuance prior to the Reverse Recapitalization, which increased to 260,000,000 shares post-transaction[162] - The total outstanding amount for the unsecured promissory note as of June 30, 2024, is $2,027,840, unchanged from March 31, 2024[134] - The total outstanding warrants to be converted into common stock was 32,999,472 prior to the Reverse Recapitalization on December 28, 2023[144] - The total outstanding warrants to be converted into preferred stock was 3,502,040 prior to the Reverse Recapitalization on December 28, 2023[145] - The Company issued 12,512,080 shares to settle a part of the Atalaya Note liability amounting to $2,324,696 during the three months ended June 30, 2024[150] Expenses and Costs - Cost of revenue for Q2 2024 was $1,512,289, down from $3,610,982 in Q2 2023[19] - Technology and development expenses were $901,781 in Q2 2024, a decrease from $1,326,879 in Q2 2023[19] - Finance costs for the three months ended June 30, 2024, totaled $551,003, significantly lower than $21,520,558 for the same period in 2023[176] - The company recorded an interest expense of $76,166 for the three months ended June 30, 2024, compared to $100,565 for the same period in 2023, indicating a decrease of approximately 24%[121] - The company incurred transaction costs of $10,947,805 related to the Reverse Recapitalization, including $4,804,482 recorded as a reduction to additional paid-in capital[85] Employee Benefits - Current employee benefit obligations for gratuity and compensated absences totaled $173,942 as of June 30, 2024, compared to $183,655 as of March 31, 2024[184] - The projected benefit obligation (PBO) for gratuity at the end of the period was $325,441, down from $373,442 a year earlier[185] - The net periodic benefit cost recognized in the income statement for gratuity was $23,156 for the three months ended June 30, 2024, compared to $28,830 in 2023[185] - The company made provident fund contributions of $93,412 for the three months ended June 30, 2024, down from $112,330 in the same period of 2023[194] Impairments and Defaults - The company has defaulted on equated monthly instalments (EMI) payments from November 2023 to June 2024, accumulating penal interest of $51,662 for the year ended June 30, 2024[111] - The company has defaulted on a $334,727 payment due in January 2024 for non-convertible debentures owed to Blacksoil Capital Private Limited[119] - The company has defaulted on EMI owed to Tata Motors Finance Limited amounting to $269,117, with an interest charge of 36% per annum applicable upon default[122] - The company has defaulted on a lumpsum payment of $873,924 owed to Mahindra & Mahindra Financial Services Limited, with an outstanding amount of $602,346 after adjusting for a certificate of deposit[123] Miscellaneous - The Company consolidates variable interest entities (VIEs) when it is the primary beneficiary, which includes Zoomcar Egypt Car Rental LLC and Zoomcar Vietnam Mobility LLC[39] - Zoomcar Vietnam Mobility LLC filed for bankruptcy on August 14, 2023, and its financial statements are prepared on a liquidation basis[41] - The Company estimates a forfeiture rate annually for stock-based compensation expense, which is recognized over the requisite service period[60] - The Company evaluates the presentation of revenue on a gross versus net basis based on its role as principal or agent in transactions[47] - The Company recorded $21,499,578 in assumed liabilities during the acquisition of IOAC, including $17,100,000 settled by issuing common stock[85]

Market Opportunity - The annual global serviceable addressable market opportunity is estimated to be approximately $20 billion by 2025, with a target customer base of 75 million Guests [129]. - The total addressable market is projected to expand to approximately $90 billion by 2025, assuming all individuals meeting core demographic criteria engage in transactions on the platform [130]. - Approximately 310 million people across target emerging markets are expected to meet the core demographic criteria by 2025 [129]. Financial Performance - As of March 31, 2024, 40% of Gross Booking Value (GBV) was generated from trips booked with SUVs or premium-segment vehicles [119]. - The average transaction value (ATV) is expected to be $50 by 2025, reflecting a reduction from $59.81 in March 2024 [129]. - Zoomcar's average trip value in India increased from $43 per trip in Q1 2022 to $71 per trip in Q3 2022, reflecting a significant growth in domestic tourism and demand for car sharing [182]. Platform Features - The platform offers a unique inventory of approximately 242 vehicle models listed by Hosts, primarily in India [119]. - 85% of GBV was generated from vehicles ranked among the 20 top-selling new vehicle models in the markets of operation [119]. - The platform's affordability is highlighted as it offers better value compared to traditional chauffeured car services [120]. - The technology backbone includes data science and machine learning for dynamic pricing and enhanced protection for Hosts [121]. - The platform emphasizes micro-entrepreneurship, allowing Hosts to monetize underutilized assets [114]. - The platform's dynamic pricing engine helps Hosts maximize earnings by allowing them to set minimum and maximum prices for their listings [151]. - Zoomcar's rating and review system enhances the search experience, improving booking conversion rates by promoting highly rated Hosts [137]. - Zoomcar's proprietary data collected from millions of trips informs platform functionality, providing personalized pricing and recommendations for Guests and Hosts [142]. - Zoomcar's technology enables 24/7 GPS monitoring of vehicles, enhancing safety and providing roadside assistance services [153]. - The platform's strong geographic concentration in urban areas maximizes Guest convenience, reducing travel time to vehicle pick-up locations [133]. Host Engagement and Support - As of March 31, 2024, Zoomcar had approximately 41,166 registered Host vehicles and 2.4 million active Guests [154]. - The company aims to increase post-booking engagement with Guests through rewards and loyalty programs, encouraging more frequent bookings [175]. - Hosts can generate significant income from underutilized vehicles, with earnings potentially offsetting vehicle ownership costs and supplementing average annual income in emerging markets [158]. - The platform's ease of use allows Hosts to monetize their vehicles from the date of registration, facilitating seamless onboarding and listing processes [145]. - The company aims to increase high-quality vehicle listings by rewarding and encouraging highly-ranked Hosts, which is crucial for future growth [199]. - Zoomcar's operational strategy includes a dedicated sales team to support Hosts during onboarding, ensuring a positive experience and encouraging long-term listings [185]. - The company’s business model is designed to provide Hosts with income opportunities while minimizing their responsibility for vehicle repair costs during Guest bookings [197]. Marketing and Growth Strategy - The company plans to enhance platform functionalities and improve core product offerings to capture additional bookings and increase organic traffic [198]. - Zoomcar's marketing strategy includes partnerships with adjacent businesses to improve brand awareness and attract new customers, focusing on airlines, travel platforms, and accommodation providers [184]. - The company does not currently see significant competition from other digital platforms in India, focusing instead on building brand awareness for vehicle sharing [187]. Financial and Operational Risks - The company requires additional capital to support current operations and business growth, which may not be available on acceptable terms [209]. - A hypothetical 5% adverse change in the value of the Indian Rupee against the U.S. Dollar would have decreased total revenue by approximately $0.46 million and net loss by $1.04 million for the year ended March 31, 2024 [688]. - The company is exposed to foreign currency risks related to revenue and operating expenses, primarily in Indian Rupees, but believes this risk has not had a material effect on its financial condition [688]. - The company has experienced fluctuations in net loss or income due to transaction gains or losses related to remeasurement of asset and liability balances in foreign currencies [688]. Employee Engagement and Culture - The company has a strong focus on employee culture, which is reflected in performance ratings and compensation tied to core company principles [213]. - Employee feedback is solicited through engagement activities and an annually administered eNPS survey, reviewed by top management [214]. Intellectual Property - The company has 20 registered and 3 pending trademark applications, along with 3 pending patent applications in India, to protect its intellectual property [205].

Financial Operations - As of September 30, 2023, the company had not commenced any operations and will not generate operating revenues until after completing a Business Combination[139] - The company raised $234.6 million from its IPO, with $10.20 per Unit sold, and deposited this amount into a Trust Account[144] - Transaction costs for the IPO amounted to $16,664,843, including $3,173,059 in underwriting commissions[142] - In January 2023, shareholders redeemed approximately $206.5 million (about $10.35 per public share) from the Trust Account, leaving approximately $31.5 million remaining[151] - In July 2023, shareholders redeemed approximately $3.8 million (about $11.13 per public share) from the Trust Account, resulting in approximately $30.17 million remaining[154] - The company must complete its initial Business Combination with an aggregate fair market value equal to at least 80% of the assets held in the Trust Account[143] - The company has extended the deadline for completing its initial Business Combination multiple times, with the latest extension allowing until October 29, 2023[153] - The company entered into a Merger Agreement with Zoomcar, which includes provisions for stockholder support and financing transactions[145] - The Company plans to use substantially all funds in the Trust Account to complete its initial business combination, with interest earned available for tax obligations[184] - The Company has until October 29, 2023, to complete its business combination, or it will cease operations and redeem public shares[161] - The company has until October 29, 2023, to consummate a Business Combination, after which mandatory liquidation and dissolution may occur if not completed[188] Financial Performance - As of September 30, 2023, the Company reported a net loss of $785,898 for the three months ended, primarily due to formation and operating costs of $1,190,500[168] - For the six months ended September 30, 2023, the Company had a net loss of $1,244,689, with formation and operating costs totaling $2,045,733[169] - The Company had cash of $23,213 and a working capital deficit of $11,019,668 as of September 30, 2023[172] - The Company has not engaged in any operations or generated revenues to date, with expectations to incur increased expenses due to being a public company[167] - The company has substantial doubt about its ability to continue as a going concern for a reasonable period of time, primarily due to the uncertainty of raising additional capital[188] Debt and Financing - The company has issued unsecured promissory notes totaling up to $1.18 million to the Sponsor, with no interest and payable upon the consummation of the initial business combination[156] - The Company issued an unsecured promissory note on August 18, 2023, for up to $500,000 to the Sponsor, with no interest and payable on the maturity date[180] - The company had $3,027,625 in borrowings under promissory notes with the Sponsor as of September 30, 2023, compared to $1,495,000 as of March 31, 2023[213] - The company issued multiple unsecured promissory notes to the Sponsor, including amounts of up to $500,000 on May 10, 2023, and $180,000 on July 20, 2023, all bearing no interest and payable upon consummation of the initial business combination[210][211] - The company has raised a total of up to $990,000 from the Sponsor for expenses related to the extension of the date for consummating the initial business combination[196] Cash Management - As of September 30, 2023, the company held $23,213 in cash outside of the Trust Account, which may not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated[187] - The company is reimbursing the Sponsor $10,000 per month for office space and administrative services, which will cease upon completion of the initial business combination or liquidation[203] Regulatory and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[220] - The company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[222] - Ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately[225] - Net loss per ordinary share is calculated using the two-class method, excluding the effect of warrants as they are anti-dilutive[226] - The company is required to register the offer and sale of certain securities under the Securities Act as per the registration rights agreement[216] - The company will bear the costs of filing registration statements as per the registration rights agreement[218] - The Ananda Trust Note will be exchanged for a new convertible promissory note if the business combination is not consummated within one year[219] - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[221]

IPO and Fundraising - The IPO raised $234.6 million, with 23,000,000 units sold at $10.00 per unit, including 1,060,000 private placement shares[135]. - Transaction costs for the IPO amounted to $16,664,843, including $3,173,059 in underwriting commissions[136]. - The company issued unsecured promissory notes totaling up to $1.18 million to Ananda Trust and its sponsor for operational expenses related to the Business Combination[140][141][148]. - The company has issued multiple unsecured promissory notes totaling up to $2,000,000 to the Sponsor, with principal balances payable upon the consummation of the initial Business Combination[163][164][165][166]. - The sponsor purchased an aggregate of 1,060,000 Class A ordinary shares at a price of $10.00 per share, totaling $10,060,000 in a private placement[191]. - Ananda Trust subscribed for 1,000,000 newly issued shares at a purchase price of $10.00 per share, alongside a $10,000,000 investment in Zoomcar[195]. Financial Position and Performance - As of June 30, 2023, the company reported a net loss of $458,791, consisting of formation and operating costs of $855,233, offset by interest income of $396,440 from marketable securities[159]. - The company had cash of $36,287 and a working capital deficit of $9,666,544 as of June 30, 2023[161]. - The company has not generated any revenues to date and expects to incur increased expenses as a result of being a public company[157]. - The company anticipates that the cash held outside of the Trust Account may not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated[172]. - The company incurred a net loss of $162,106 for the three months ended June 30, 2022, with formation and operating costs of $478,919[160]. Business Combination and Operations - The company has until October 29, 2023, to complete its Business Combination, or it will cease operations and redeem public shares[150]. - The company entered into a Merger Agreement with Zoomcar, which includes a subscription for 1,000,000 shares at $10.00 per share[139]. - The company must complete its initial Business Combination with a target having a fair market value of at least 80% of the assets held in the Trust Account[137]. - The company expects to use substantially all funds held in the Trust Account to complete its initial business combination[167]. - The company has until October 29, 2023, to consummate a Business Combination, after which mandatory liquidation may occur if not completed[173]. - The company has not commenced any operations and all activities related to its formation and IPO[133]. - The company has not engaged in any operations since inception, focusing solely on organizational activities and preparing for the IPO[157]. Trust Account and Redemptions - Approximately $206.5 million was redeemed from the Trust Account following the Extraordinary General Meeting in January 2023, leaving approximately $31.5 million remaining[144]. - In connection with the Second Extraordinary General Meeting, approximately $3.8 million was redeemed from the Trust Account, leaving approximately $30.17 million remaining[147]. Debt and Financing - The Company had borrowings of $2,490,000 under a promissory note with the sponsor, an increase from $1,495,000 as of March 31, 2023[185]. - The Company issued an unsecured promissory note on May 10, 2023, for up to $500,000, with the principal balance payable upon the consummation of the initial business combination[189]. - The Company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023[174]. Accounting and Reporting - The Company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[199]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside of the Company's control[200]. - The Company applies the two-class method for calculating net income (loss) per ordinary share, considering redeemable and non-redeemable shares[201]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an "emerging growth company"[197].

IPO and Fundraising - The IPO raised $234.6 million, with 23,000,000 units sold at $10.00 per unit, including a private placement of 1,060,000 shares [125]. - Transaction costs for the IPO amounted to $16,664,843, including $3,173,059 in underwriting commissions [126]. - Approximately $206.5 million was redeemed from the Trust Account by shareholders, leaving about $31.5 million remaining [134]. - The company has 3,050,335 public shares outstanding following the recent redemptions [134]. - The company’s initial shareholders collectively own approximately 25% of the issued and outstanding shares after the IPO [164]. Business Operations and Future Plans - As of March 31, 2023, the company had not commenced any operations and all activities related to its formation and IPO [123]. - The company has until July 29, 2023, to complete its initial Business Combination, or it will cease operations and redeem public shares [137]. - A merger agreement with Zoomcar was entered into on October 13, 2022, with plans for Zoomcar to become a wholly-owned subsidiary [129]. - The company anticipates that its cash held outside the Trust Account may not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated [154]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination and may withdraw interest to pay taxes [151]. Financial Performance - As of March 31, 2023, the company reported a net loss of $58,851, with formation and operating costs amounting to $1,113,042, offset by interest income of $1,054,190 from marketable securities [143]. - The company had cash of $50,274 and a working capital deficit of $8,316,313 as of March 31, 2023 [145]. - Following the IPO on October 29, 2021, the company had $2,800,472 in cash available, which was transferred from the Sponsor's account [145]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023 [156]. Promissory Notes and Financial Obligations - The company issued unsecured promissory notes to Ananda Trust totaling up to $1 million, with no interest and payable upon the consummation of the initial business combination [130][131]. - The company has issued several unsecured promissory notes to the Sponsor, including amounts of up to $500,000 each in September 2022, January 2023, and May 2023, all bearing no interest [147][148][163]. - As of March 31, 2023, the company had borrowings of $1,495,000 under a promissory note with its sponsor, up from $500,000 as of December 31, 2022 [167]. - The company issued an unsecured promissory note in January 2023 for up to $500,000, with the principal payable upon the consummation of the initial business combination [169]. - The sponsor has agreed to provide up to $990,000 for expenses related to extending the date for the initial business combination, with the principal payable on the Maturity Date [170]. Regulatory and Accounting Matters - The Inflation Reduction Act of 2022 imposes a 1% excise tax on certain stock repurchases by publicly traded corporations starting January 1, 2023 [140]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [177]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, adjusting the carrying value to equal the redemption value at the end of each reporting period [180]. - The company applies the two-class method for calculating net income (loss) per ordinary share, considering the pro rata net income between redeemable and non-redeemable shares [183]. - Management does not believe that any recently issued accounting standards will materially affect the company's financial statements [184]. Expenses and Costs - The company expects to incur increased expenses due to being a public company, including legal and compliance costs, as well as due diligence expenses related to business combinations [142]. - The company is reimbursing its sponsor $10,000 per month for office space and administrative services, which will cease upon the completion of the initial business combination or liquidation [165].

IPO and Trust Account - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[19]. - A total of $234.6 million from the net proceeds of the IPO and private placement was placed in a Trust Account[21]. - The company has approximately $[ ] available in the Trust Account for business combinations, providing flexibility in structuring deals[65]. - The anticipated per-share redemption price for public shareholders upon completion of the initial business combination is approximately $10.20, based on the amount in the Trust Account[93]. - The redemption price per public share is expected to be approximately $10.20, based on the net proceeds from the IPO and the sale of Private Placement Shares[127]. - The funds from the IPO, totaling $234,600,000, were deposited into a non-interest-bearing Trust Account, invested in U.S. government treasury bills or specified money market funds[215]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination and may withdraw interest to pay taxes[217]. Business Combination Plans - The company has a deadline of July 29, 2023, to complete its initial business combination, or it will terminate and distribute the Trust Account amounts[22]. - The company entered into a Merger Agreement with Zoomcar on October 13, 2022, which includes a re-domestication to Delaware and a merger with Zoomcar[24][25]. - The initial business combination must involve operating businesses or assets with a fair market value of at least 80% of the assets held in the Trust Account[55]. - The company intends to structure the initial business combination to acquire 100% of the target's equity interests or assets, but may acquire less if necessary[57]. - The company aims to invest in companies valued between $1 billion to $2.5 billion, leveraging over 220 years of combined experience in various sectors[43]. - The company plans to focus on sectors such as consumer technology, healthcare, IT services, and enterprise SaaS for potential business combinations[33][38]. - The company has incurred offering expenses exceeding the estimated $550,000, reducing the funds intended to be held outside the Trust Account[132]. - The company expects to incur increased expenses due to being a public company and as a result of entering into the Merger Agreement with Zoomcar[211]. Due Diligence and Evaluation - The company aims to conduct thorough due diligence on potential business combination targets, including meetings with management and document reviews[48]. - The company intends to evaluate target companies using industry-standard methods, including public company comparables and proprietary modeling[44]. - The management team has significant experience in sourcing, M&A, and growth across multiple regions, enhancing the company's competitive advantage[41]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and financial reviews[74]. Shareholder Rights and Redemption - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the IPO, referred to as "Excess Shares"[105]. - The company will provide public shareholders the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination, either through a general meeting or a tender offer[94]. - If shareholder approval is required, a final proxy statement will be mailed to public shareholders at least 10 days prior to the vote, with a draft available well in advance[95]. - Redemptions will not be allowed if they cause net tangible assets to fall below $5,000,001 immediately prior to or upon consummation of the initial business combination[104]. - The company may conduct redemptions in conjunction with a proxy solicitation or pursuant to tender offer rules, depending on the circumstances[100][101]. Financial Position and Risks - As of December 31, 2022, the company had not commenced any operations and had incurred a net loss of $4,625,808 for the year, primarily due to formation and operating costs of $8,009,751[212]. - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination[211]. - The company anticipates significant costs in pursuing its acquisition plans and cannot assure the successful completion of a Business Combination[191]. - The company has until July 29, 2023, to complete its initial Business Combination, or it will cease operations and redeem public shares[203]. - The company is at risk of liquidation if it does not complete an initial business combination by July 29, 2023, which could result in public shareholders receiving approximately $10.26 per share upon redemption[166]. - The company has a working capital deficit of $6,708,272 as of December 31, 2022[214]. Regulatory and Compliance - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing for reduced disclosure obligations[62][64]. - The company is subject to potential review by the Committee on Foreign Investment in the United States (CFIUS), which may limit the pool of potential targets for its initial business combination[171]. - The company must ensure that its activities do not include investing in "investment securities" constituting more than 40% of total assets to avoid being classified as an investment company under the Investment Company Act[162]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act, which includes obligations to file annual, quarterly, and current reports with the SEC[145]. Management and Affiliates - The management team has significant experience in executing transactions under varying economic conditions, enhancing the sourcing of potential targets[50]. - The company has a fiduciary duty to present acquisition opportunities to other entities in which its directors and officers have obligations, potentially limiting its ability to pursue certain opportunities[138]. - The company has not independently verified whether its sponsor has sufficient funds to satisfy indemnity obligations related to claims against the Trust Account[143]. - The company has agreements in place with its sponsor and underwriters to waive certain rights to liquidating distributions if the business combination is not completed[124].

Financial Performance - As of September 30, 2022, the company reported a net loss of $1,348,845 for the three months ended, with formation and operating costs amounting to $2,407,767, offset by interest income of $1,058,906 from marketable securities [127]. - For the nine months ended September 30, 2022, the company had a net loss of $4,274,946, consisting of formation and operating costs of $5,674,326, with interest income from marketable securities totaling $1,399,325 [128]. - The company has not engaged in any operations or generated revenues to date, with all activities focused on organizational tasks and preparing for the IPO [126]. Cash and Working Capital - The company had cash of $85,969 and a working capital deficit of $4,389,396 as of September 30, 2022, following the IPO which provided $2,800,472 in cash available [129]. - As of September 30, 2022, the company held $85,969 in cash outside of the Trust Account, which may not be sufficient to operate for at least the next 12 months if a Business Combination is not consummated [137]. - The company has $1,450,000 of proceeds available outside the trust account, primarily for identifying and evaluating target businesses and performing due diligence [135]. IPO and Business Combination - The company completed its IPO on October 29, 2021, raising a total of $236,050,000, with $234,600,000 deposited into a non-interest-bearing trust account [132]. - The company has until January 29, 2023, to complete its initial Business Combination, or it will cease operations and redeem public shares [119]. - The company has until January 29, 2023, to consummate a Business Combination, after which mandatory liquidation may occur if not completed [140]. - The company anticipates using substantially all funds in the trust account for the initial business combination, with remaining proceeds allocated for working capital and growth strategies [134]. Expenses and Financial Obligations - The company expects to incur increased expenses as a result of being a public company, particularly for legal, financial reporting, and due diligence expenses [126]. - The company has incurred transaction costs of $16,664,843 related to the IPO, including $3,173,059 in underwriting commissions [116]. - The company issued an unsecured promissory note to the Sponsor for up to $500,000, which can be converted into Class A ordinary shares at a price of $10.00 per share [133]. - The company has agreed to reimburse the sponsor for office space and administrative services at a rate of $10,000 per month [146]. Ownership and Equity - The company’s sponsor, officers, and directors collectively own approximately 25% of the issued and outstanding shares after the IPO [145]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of the company's control [157]. - The company applies the two-class method for calculating net income (loss) per ordinary share, dividing pro rata net income between redeemable and non-redeemable ordinary shares [158]. - The diluted income (loss) per share calculation excludes the effect of IPO-related warrants as their exercise is contingent on future events, making their inclusion anti-dilutive [158]. Regulatory and Reporting Requirements - The company is required to register the offer and sale of certain securities under the Securities Act, allowing holders to make up to three demands for registration [152]. - The company may rely on reduced reporting requirements under the JOBS Act, which could affect the comparability of its financial statements with non-emerging growth companies [155]. - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements [159]. - There are no applicable quantitative and qualitative disclosures about market risk for the company [160]. Tax Implications - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact cash available for Business Combinations [124]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2022 [141].