Innovative International Acquisition (IOAC) - 2023 Q1 - Quarterly Report

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].