Mohan P. Ananda - 28 Dec 2023 Form 4 Insider Report for Innovative International Acquisition Corp. (ZCAR)

Footnote F1

Represents (i) 8,050,000 Class B ordinary shares of the issuer that were acquired by Innovative International Sponsor I LLC (the "Sponsor"), for which Mr. Ananda is the managing member, pursuant to a subscription agreement by and between the Sponsor and the issuer prior to the issuer's initial public offering and (ii) 960,000 Class A ordinary shares of the issuer purchased by the Sponsor in a private placement that closed simultaneously with the issuer's initial public offering. On December 28, 2023, the issuer consummated its initial business combination (the "Business Combination") with Zoomcar, Inc ("Zoomcar"). In connection with the closing of the Business Combination (the "Closing"), each then-outstanding ordinary share of the issuer was cancelled and converted into one share of common stock of the issuer, par value $0.0001 per share ("Common Stock").

Footnote F2

On December 28, 2023, the Sponsor effected a distribution to its members (the "Distribution"), so that the Sponsor directly owns no shares of Common Stock.

Footnote F3

Mr. Ananda is managing member of the Sponsor and may be deemed to hold beneficial ownership of the shares of Common Stock held directly by the Sponsor.

Footnote F4

The Distribution resulted in the issuance of 4,270,000 shares of Common Stock to Ananda Small Business Trust ("ASBT").

Footnote F5

Mr. Ananda is chairman of the board of directors of LVN Enterprises, Inc., the trustee of ASBT, and may be deemed to hold beneficial ownership of the shares of Common Stock held directly by ASBT.

Footnote F6

In connection with the Business Combination, ASBT was party to a subscription agreement (the "Signing Subscription Agreement"), pursuant to which ASBT agreed to purchase 1,000,000 newly issued shares of Common Stock at a purchase price of $10.00 per share, contingent upon Closing. Furthermore, simultaneously with the signing of the Merger Agreement, ASBT invested an aggregate of $10 million in Zoomcar, in exchange for a convertible promissory note issued by Zoomcar to ASBT (the "ASBT Zoomcar Note"). On December 28, 2023, at the Closing, Zoomcar's repayment obligations under the ASBT Zoomcar Note was offset against ASBT's payment obligations under the Signing Subscription Agreement and ASBT received 1,071,506 newly issued shares of Common Stock in accordance with the terms of the Signing Subscription Agreement.

Footnote F7

In connection with the Business Combination, ASBT was party to a subscription agreement (the "Closing Subscription Agreement"), pursuant to which ASBT agreed to purchase 1,666,666 newly issued shares of Common Stock from the issuer for aggregate proceeds of $5 million.