SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ANANDA MOHAN P

(Last)

(First)

(Middle)

C/O ZOOMCAR HOLDINGS, INC.

ANJANEYA TECHNO PARK, NO.147, 1ST FLOOR

(Street)

KODIHALLI, BANGALORE

560008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoomcar Holdings, Inc. [ ZCAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001	12/28/2023		J		9,010,000	D	⁽¹⁾⁽²⁾	0	I	See footnote⁽³⁾
Common Stock, par value $0.0001	12/28/2023		J		4,270,000	A	⁽⁴⁾	4,270,000	I	See footnote⁽⁵⁾
Common Stock, par value $0.0001	12/28/2023		A		1,071,506	A	⁽⁶⁾	5,341,506	I	See footnote⁽⁵⁾
Common Stock, par value $0.0001	12/28/2023		A		1,666,666	A	⁽⁷⁾	7,008,172	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

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

5. 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.

6. 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.

7. 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.

Remarks:

Mr. Ananda disclaims any beneficial ownership of the securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

	/s/ Mohan Ananda	01/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Ananda Mohan P was granted 2,738,172 shares, disposed of 9,010,000 shares and acquired 4,270,000 shares (SEC Form 4)