As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Numbe ...

As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Numbe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. 333-276859 (Primary Standard Industrial Classification Code Number) Zoomcar Holdings, Inc. Delaware 7510 99-0431609 (Exact Name of Registrant as Specified in Its Charter) (I.R.S. Employer Identification Number) Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 +91 99454-8382 (State or Other Jurisdiction of Incorporation or Or ...

As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Nu ...

Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) As filed with the Securities and Exchange Commission on March 19, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, ...

As filed with the Securities and Exchange Commission on March 19, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Number) Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangal ...

As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (I.R.S. Employer Identification Number) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (Primary Standard Industrial Classification Code Number) Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 +91 99454-8382 (Address, Inclu ...

As filed with the Securities and Exchange Commission on February 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Registration No. 333- (I.R.S. Employer Identification Number) (Primary Standard Industrial Classification Code Number) Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 +91 99454-8382 (Address, Inclu ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INNOVATIVE INTERNATIONAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) (Former name, former address and forme ...

PART 1 – FINANCIAL INFORMATION [Interim Unaudited Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Unaudited%20Financial%20Statements) The unaudited financial statements for the quarter ended June 30, 2023, reflect the company's non-operational status as a SPAC, with a net loss and assets primarily held in trust [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) The balance sheet as of June 30, 2023, shows total assets of $34.1 million, a shareholders' deficit of $21.8 million, and $33.9 million in shares subject to redemption Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $36,287 | $50,274 | | Marketable securities held in Trust Account | $33,949,490 | $33,058,050 | | **Total Assets** | **$34,095,880** | **$33,293,846** | | **Liabilities & Equity** | | | | Total current liabilities | $9,812,934 | $8,552,109 | | Deferred underwriters' discount | $12,100,000 | $12,100,000 | | **Total Liabilities** | **$21,912,934** | **$20,652,109** | | Class A ordinary shares subject to possible redemption | $33,949,490 | $33,058,050 | | **Total Shareholders' Deficit** | **($21,766,544)** | **($20,416,313)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net loss of $458,791 for the quarter ended June 30, 2023, driven by operating costs and partially offset by interest income Statement of Operations Summary (Unaudited) | Account | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Operating costs | $855,233 | $478,919 | | Loss from operations | ($855,233) | ($478,919) | | Interest earned on cash held in Trust Account | $396,440 | $316,796 | | **Net loss** | **($458,791)** | **($162,106)** | | Basic and diluted net loss per share | ($0.04) | ($0.01) | [Unaudited Condensed Statements of Changes in Shareholder's Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholder's%20Deficit) The shareholders' deficit increased to $21.8 million by June 30, 2023, due to the quarterly net loss and accretion of redeemable shares Changes in Shareholders' Deficit for Three Months Ended June 30, 2023 | Description | Amount | | :--- | :--- | | Balance – March 31, 2023 | ($20,416,313) | | Accretion of Class A ordinary shares to redemption amount | ($891,440) | | Net loss | ($458,791) | | **Balance – June 30, 2023** | **($21,766,544)** | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operations was $513,987 for the quarter, with financing from sponsor promissory notes covering the deficit and extension payments Cash Flow Summary for Three Months Ended June 30, 2023 | Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($513,987) | | Net cash used in investing activities | ($495,000) | | Net cash provided by financing activities | $995,000 | | **Net Change in Cash** | **($13,987)** | | **Cash at the end of the period** | **$36,287** | [Notes to Condensed Financial Statements (unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(unaudited)) The notes disclose the company's SPAC nature, a pending merger with Zoomcar, Inc, and substantial doubt about its ability to continue as a going concern - The company is a SPAC formed to effect a business combination and **has not commenced any operations or generated revenue** as of June 30, 2023[20](index=20&type=chunk)[21](index=21&type=chunk) - On October 13, 2022, the Company entered into a **Merger Agreement with Zoomcar, Inc.** for a business combination[108](index=108&type=chunk) - The company extended its deadline to complete a business combination to October 29, 2023, which involved **shareholder redemptions of 20,289,579 public shares**, removing approximately **$210.3 million** from the Trust Account[35](index=35&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - Management has determined that there is **substantial doubt about the Company's ability to continue as a going concern** due to its approaching deadline to consummate a Business Combination[51](index=51&type=chunk)[49](index=49&type=chunk) - As of June 30, 2023, the company had **$2,490,000 outstanding in promissory notes** from its Sponsor and an affiliate to fund working capital and extension payments[48](index=48&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This analysis details the company's precarious financial condition as a blank check company, its reliance on sponsor funding, and significant going concern risks - The company is a blank check company that must complete a business combination by **October 29, 2023**[133](index=133&type=chunk)[151](index=151&type=chunk) - A definitive **Merger Agreement was signed with Zoomcar, Inc.** on October 13, 2022[140](index=140&type=chunk) - Extensions of the business combination deadline were accompanied by significant redemptions, reducing the Trust Account balance from over $234 million to approximately **$30.17 million**[144](index=144&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - The company's liquidity is severely constrained, with only **$36,287 in cash** and a **working capital deficit of $9.7 million**, relying on **$2.49 million in promissory notes** from its Sponsor[162](index=162&type=chunk)[186](index=186&type=chunk) - Management has concluded there is **substantial doubt about the company's ability to continue as a going concern** due to the risk of not consummating a business combination by the deadline[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that this item is not applicable - Not applicable[204](index=204&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal controls - Based on an evaluation as of June 30, 2023, the principal executive officer and principal financial officer concluded that the company's **disclosure controls and procedures were effective**[205](index=205&type=chunk) - There were **no material changes** to the company's internal control over financial reporting during the quarter ended June 30, 2023[208](index=208&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[211](index=211&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a potential excise tax on redemptions, rising inflation and interest rates, and geopolitical uncertainty impacting a business combination - The company may be subject to a **1% excise tax on stock redemptions** under the Inflation Reduction Act of 2022, which could negatively impact a business combination[213](index=213&type=chunk) - Recent increases in **inflation and interest rates** could make it more difficult to consummate an initial business combination[214](index=214&type=chunk) - **Geopolitical uncertainty**, including military conflicts, may lead to price volatility and make it more difficult to complete a business combination[215](index=215&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the $230 million in gross proceeds from its IPO and the subsequent deposit of $234.6 million into the Trust Account - Following the IPO and private placement, a total of **$234,600,000 was placed in a trust account**[220](index=220&type=chunk) - Total offering costs amounted to **$16,664,843**, which included $3,173,059 in immediate underwriting fees and **$12,100,000 in deferred fees**[219](index=219&type=chunk) [Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[223](index=223&type=chunk) [Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company states that this item is not applicable - Not applicable[224](index=224&type=chunk) [Other Information](index=55&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[225](index=225&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists key legal and financial documents filed with the report, including charter documents, agreements, and officer certifications List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 3.1 | Amended and Restated Memorandum and Articles of Association | | 10.1 | Amendment No. 2 to the Investment Management Trust Agreement | | 10.3 | Promissory Note, dated July 20, 2023, issued to Sponsor | | 31.1, 31.2 | Certifications of Principal Executive and Financial Officers (SOX 302) | | 32.1, 32.2 | Certifications of Principal Executive and Financial Officers (SOX 906) |