Zoomcar Holdings, Inc 10-Q for FY2023 Q2

Zoomcar Holdings, Inc. (ZCAR)

10-Q 2022-11-18 For: 2022-09-30

Added on April 09, 2026

About this 10-Q

Zoomcar Holdings, Inc filed this 10-Q on November 18, 2022, covering the quarter ended September 30, 2022 (FY2023 Q2).

Headline figures

Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $1.35M; compared with net income of $0 a year earlier

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	IOACU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share, included as part of the units	IOAC	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units	IOACW	The Nasdaq Stock Market LLC


	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Unaudited Financial Statements	2

	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	2

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from March 22, 2021 (inception) through September 30, 2021	3

	Unaudited Condensed Statements of Changes in Shareholder’s (Deficit) Equity for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from March 22, 2021 (inception) through September 30, 2021	4

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from March 22, 2021 (inception) through September 30, 2021	5

	Notes to Condensed Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29

Item 4.	Controls and Procedures	29

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

SIGNATURES		34


	September 30, 2022		December 31,
	(Unaudited)		2021
Assets:
Current assets
Cash	$	85,969	$	979,634
Prepaid expenses		232,313		232,313
Total current assets		318,282		1,211,947
Other noncurrent assets		16,548		190,305
Marketable securities held in Trust Account		236,003,331		234,604,006
Total Assets	$	236,338,161	$	236,006,258

Liabilities, Redeemable Shares and Shareholders’ Deficit:
Current liabilities
Accounts payable and accrued expenses	$	4,295,743	$	153,397
Due to related party		111,935		21,935
Promissory Note - Related Party		300,000		—
Total current liabilities		4,707,678		175,332
Deferred underwriters’ discount		12,100,000		12,100,000
Total liabilities		16,807,678		12,275,332

Commitments and Contingencies (Note 6)

Redeemable Shares
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.26 and 10.20 per share at September 30, 2022 and December 31, 2021, respectively		236,003,331		234,604,006

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,060,000 issued and outstanding (excluding 23,000,000 shares subject to redemption) at September 30, 2022 and December 31, 2021		106		106
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,050,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		805		805
Additional paid-in capital		—		—
Accumulated deficit		(16,473,759)		(10,873,991)
Total Shareholders’ Deficit		(16,472,848)		(10,873,080)
Total Liabilities, Redeemable Shares and Shareholders’ Deficit	$	236,338,161	$	236,006,258


							For the period
					For the Nine		from March 22,
	For the Three Months				Months Ended		2021 (inception)
	Ended September 30,				September 30,		to September 30,
	2022		2021		2022		2021
Formation and operating costs	$	2,407,767	$	—	$	5,674,326	$	15,859
Loss from operations		(2,407,767)		—		(5,674,326)		(15,859)

Other income:
Interest income - bank		16		—		55		—
Interest earned on cash held in Trust Account		1,058,906		—		1,399,325		—
Other income		1,058,922		—		1,399,380		—

Net loss	$	(1,348,845)	$	—	$	(4,274,946)	$	(15,859)

Weighted average shares outstanding, redeemable Class A ordinary shares		23,000,000		—		23,000,000		—
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	(0.04)	$	—	$	(0.13)	$	—
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares (1)		9,110,000		7,000,000		9,110,000		7,000,000
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares	$	(0.04)	$	—	$	(0.13)	$	—


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2021	1,060,000	$	106	8,050,000	$	805	$	—	$	(10,873,991)	$	(10,873,080)

Accretion for Class A Ordinary Shares to redemption	—		—	—		—		—		(23,624)		(23,624)

Net loss	—		—	—		—		—		(2,763,995)		(2,763,995)

Balance – March 31, 2022	1,060,000		106	8,050,000		805		—		(13,661,610)		(13,660,699)

Accretion for Class A Ordinary Shares to redemption	—		—	—		—		—		(316,795)		(316,795)

Net loss	—		—	—		—		—		(162,106)		(162,106)

Balance – June 30, 2022	1,060,000		106	8,050,000		805		—		(14,140,511)		(14,139,600)

Excess of fair value of Sponsor Class B shares granted to directors	—		—	—		—		74,503		—		74,503

Accretion of Class A ordinary shares to redemption amount	—		—	—		—		(74,503)		(984,403)		(1,058,906)

Net loss	—		—	—		—		—		(1,348,845)		(1,348,845)

Balance – September 30, 2022	1,060,000	$	106	8,050,000	$	805	$	—	$	(16,473,759)	$	(16,472,848)


			For the Period from
	For the Nine		March 22, 2021
	Months Ended		(inception) through
	September 30, 2022		September 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(4,274,946)	$	(15,859)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Formation costs paid by related party		—		15,859
Interest earned on cash held in Trust Account		(1,399,325)		—
Excess of fair value of Sponsor Class B shares granted to directors		74,503		—
Changes in operating assets and liabilities:
Prepaid expenses		173,757		—
Accounts payable		(343)		—
Accrued expenses		4,142,689		—
Due to related party		90,000		—
Net cash used in operating activities	$	(1,193,665)		—

Cash flows from financing activities:
Proceeds from promissory note to Sponsor		300,000		—
Net cash provided by financing activities		300,000		—

Net Change in Cash		(893,665)		—
Cash – Beginning		979,634		—
Cash – Ending	$	85,969	$	—

Non-cash investing and financing activities:
Accretion for Class A Ordinary Shares to redemption	$	1,399,325	$	—
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—	$	9,141
Deferred offering costs included in accrued offerings costs and expenses	$	—	$	79,889
Accrued expenses paid by Sponsor under the promissory note	$	—	$	260,368


	For the three months ended				For the nine months ended
	September 30, 2022				September 30, 2022
			Non-				Non-
	Redeemable		redeemable		Redeemable		redeemable
	Class A		Class A and B		Class A		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	shares		shares		shares		shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(965,773)	$	(383,072)	$	(3,060,861)	$	(1,214,085)
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		9,110,000		23,000,000		9,110,000
Basic and diluted net loss per ordinary share	$	(0.04)	$	(0.04)	$	(0.13)	$	(0.13)


					For the period from March 22,
	For the three months ended				2021 (Inception) through
	September 30, 2021				September 30, 2021
			Non-				Non-
	Redeemable		redeemable		Redeemable		redeemable
	Class A		Class A and B		Class A		Class A and B
	Ordinary		Ordinary		Ordinary		Ordinary
	shares		shares		shares		shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	—	$	—	$	—	$	(15,859)
Denominator:
Basic and diluted weighted average shares outstanding		—		7,000,000		—		7,000,000
Basic and diluted net loss per ordinary share	$	—	$	—	$	—	$	(0.00)


		September 30,
Description	Level	2022
Assets:
Marketable securities held in Trust Account	1	$	236,003,331


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	INNOVATIVE INTERNATIONAL ACQUISITION CORP.

Date: November 18, 2022	By:	/s/ Mohan Ananda
	Name:	Mohan Ananda
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 18, 2022	By:	/s/ Elaine Price
	Name:	Elaine Price
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)