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May 25, 2023
Mohan Ananda
Chief Executive Officer
Innovative International Acquisition Corp.
24681 La Plaza Ste 300
Dana Point, CA 92629
Re:Innovative International Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 27, 2023
File No. 333-269627
Dear Mohan Ananda:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Comparative Per Share Information, page 51
1.We note your response to comment 7.  Please revise to include disclosure indicating that
your calculation of historical book value per share includes both temporary equity and
permanent equity.
2.Please explain in further detail how you calculated the Zoomcar equivalent pro forma per
share data as we are unable to calculate these amounts based on the Exchange Ratio of
.0464 disclosed in footnote (1) to the table.

 FirstName LastNameMohan Ananda
 Comapany NameInnovative International Acquisition Corp.
 May 25, 2023 Page 2
 FirstName LastName
Mohan Ananda
Innovative International Acquisition Corp.
May 25, 2023
Page 2
Description of Negotiation Process with Zoomcar, page 115
3.We note your disclosure that "IOAC took several rounds of discussions before proposing
an initial term sheet," as well as that "[o]n July 1, 2022, IOAC, in consultation with
representatives of CCM and representatives of IOAC’s U.S. legal counsel, McDermott
Will & Emery (“MWE”), sent Zoomcar an initial draft term sheet...."  Please revise to
disclose the nature and major issues discussed in these "several rounds of discussions"
prior to the July 1, 2022 presentation of an initial term sheet.
Zoomcar Inc. Interim Financial Statements
27 Variable Interest Entities, page F-97
4.We note the disclosures added to your interim financial statements in response to
comment 21.  Please revise the notes to your audited financial statements to also include
the applicable disclosures required by ASC 810-10-50.
Exhibit 5.1
5.Based on Exhibit 107, it appears that the registration statement covers 95,887,829 shares
of common stock and 11,500,000 warrants to purchase common stock, however the legal
opinion covers 65,760,335 shares of common stock and 11,500,000 warrants to purchase
common stock.  Please revise the opinion to cover all of the securities that are covered by
the registration statement, or advise.
Exhibit 8.1
6.It appears that Exhibit 8.1 is intended to serve as a "short-form opinion" per Section III.B
of Staff Legal Bulletin No. 19.  Please revise the tax opinion to state that the disclosure in
the "Material U.S. Federal Income Tax Consequences to Redemption" section of the
prospectus is the opinion of McDermott Will & Emery LLP.  In addition, please revise the
assumption in the third paragraph that all documents have been/will be duly executed and
delivered to exclude IOAC/Zoomcar.
General
7.Where you state that the Sponsor entered into the sponsor support agreement, please
clarify, if true, that no other consideration was exchanged in regard to such agreement.

 FirstName LastNameMohan Ananda
 Comapany NameInnovative International Acquisition Corp.
 May 25, 2023 Page 3
 FirstName LastName
Mohan Ananda
Innovative International Acquisition Corp.
May 25, 2023
Page 3
            You may contact Abe Friedman at 202-551-8298 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services