SEC Comment Letter 0000000000-23-008949 to Zoomcar Holdings, Inc. (ZCAR, ZCARW) (CIK 0001854275) (ZCAR)
Zoomcar Holdings, Inc. (ZCAR, ZCARW) (CIK 0001854275)
Date: Aug. 16, 2023 · CIK: 0001854275 · Accession: 0000000000-23-008949
AI Filing Summary & Sentiment
File numbers found in text: 333-269627
Letter
United States securities and exchange commission logo August 16, 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. 3 to Registration Statement on Form S-4 Filed August 8, 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 July 14, 2023 letter. Amendment No. 3 to Registration Statement on Form S-4 Certain Unaudited Projected Financial Information, page 141 1.We note your disclosure that due to certain developments from the time of the signing of the Merger Agreement through June 30, 2023, Zoomcar management determined that the initial financial projections no longer represented management’s reasonable view on Zoomcar’s future financial performance and decided to obtain revised projections. Please revise to provide more detail describing these developments. In addition, we note your disclosure that the updated financial projections were not available to and, accordingly, not considered by the IOAC Board in connection with its initial approval of the Merger Agreement. Please revise to clarify whether the changed circumstances have altered the IOAC Board's consideration and decision to recommend the business combination.
FirstName LastNameMohan Ananda Comapany NameInnovative International Acquisition Corp. August 16, 2023 Page 2 FirstName LastName Mohan Ananda Innovative International Acquisition Corp. August 16, 2023 Page 2 Zoomcar Inc. Consolidated Balance Sheets, page F-48 2.We note the changes made to your balance sheet in response to comment 6. Please explain why the notes to your financial statements do not include the disclosures outlined in ASC 250-10-50-7 with respect to the change in classification in your balance sheet of your redeemable noncontrolling interest. Also, please explain why your auditors did not dual date their audit report with respect to the correction of this error. 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 Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Ari Edelman
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United States securities and exchange commission logo
August 16, 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. 3 to Registration Statement on Form S-4
Filed August 8, 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 July 14, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Certain Unaudited Projected Financial Information, page 141
1.We note your disclosure that due to certain developments from the time of the signing of
the Merger Agreement through June 30, 2023, Zoomcar management determined that the
initial financial projections no longer represented management’s reasonable view on
Zoomcar’s future financial performance and decided to obtain revised projections. Please
revise to provide more detail describing these developments. In addition, we note your
disclosure that the updated financial projections were not available to and, accordingly,
not considered by the IOAC Board in connection with its initial approval of the Merger
Agreement. Please revise to clarify whether the changed circumstances have altered the
IOAC Board's consideration and decision to recommend the business combination.
FirstName LastNameMohan Ananda
Comapany NameInnovative International Acquisition Corp.
August 16, 2023 Page 2
FirstName LastName
Mohan Ananda
Innovative International Acquisition Corp.
August 16, 2023
Page 2
Zoomcar Inc. Consolidated Balance Sheets, page F-48
2.We note the changes made to your balance sheet in response to comment 6. Please
explain why the notes to your financial statements do not include the disclosures outlined
in ASC 250-10-50-7 with respect to the change in classification in your balance sheet of
your redeemable noncontrolling interest. Also, please explain why your auditors did not
dual date their audit report with respect to the correction of this error.
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 Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Ari Edelman