Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 2, 2023 (October 27, 2023)

Innovative International Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40964		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

24681 La Plaza Ste 300

Dana Point, CA 92629

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (805) 907-0597

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 shares, 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2023, Innovative International Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Extension Meeting”) for the purpose of considering and voting on the Extension Amendment and the Trust Agreement Amendment (each as defined below) and, if presented, the proposal to adjourn the Extension Meeting to a later date.

At the Extension Meeting, the shareholders of the Company approved the amendment to the Company’s investment management trust agreement, dated as of October 26, 2021, as amended, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (the “Trust Agreement Amendment”) to extend the date by which the Company must consummate an initial business combination for one (1) month, from October 29, 2023 to November 29, 2023 (which is 25 months from the closing of our IPO).

The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Extension Meeting, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the date by which the Company must consummate an initial business combination for one (1) month, from October 29, 2023 to November 29, 2023.

Under Cayman Islands law, the Extension Amendment took effect upon approval by the shareholders. The Company has filed the Extension Amendment with the Cayman Islands General Registry.

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On Octobers 27, 2023, the Company held the Extension Meeting for the purposes of considering and voting upon the Extension Amendment, the Trust Agreement Amendment and, if presented, the proposal to adjourn the Extension Meeting to a later date. As of the record date of October 5, 2023, there were a total of 11,820,421 ordinary shares, including 3,770,421 Class A ordinary shares and 8,050,000 Class B ordinary shares, issued and outstanding and entitled to vote at the Extension Meeting. There were 10,858,589 ordinary shares present at the Extension Meeting in person or represented by proxy, or approximately 92% of the total shares issued and outstanding and entitled to vote at the Extension Meeting, representing a quorum.

The Extension Amendment was approved by a special resolution of the Company’s shareholders, and received the following votes:

For				Against				Abstain
	10,849,292				9,297				0

The Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes:

For				Against				Abstain
	10,849,291				9,298				0

The adjournment proposal was not presented to the shareholders because there were sufficient votes to approve the Extension Amendment and the Trust Agreement Amendment.

In connection with the Extension Meeting, shareholders holding 250,000 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $2,837,500 million (approximately $11.35 per public share redeemed in connection with the Extension Meeting) will be removed from the Trust Account to pay such holders and approximately $27.9 million will remain in the Trust Account. Following such redemptions, the Company will have 2,460,421 public shares outstanding.

Item 8.01 Other Events.

As previously announced, the Company convened an extraordinary general meeting of Company shareholders (the “Business Combination Meeting”) to approve the Transaction (as defined below) on Wednesday, October 25, 2023, at 11:00 a.m., Eastern Time. The Business Combination Meeting was adjourned to a later date in order to allow more time for the parties to consider and finalize financing and transaction terms. The adjourned Business Combination Meeting will be held virtually at https://web.lumiagm.com/228230513, to consider and vote upon the proposals described in the notice of meeting that was sent on or about October 3, 2023 to each Company shareholder of record as of the close of business on September 20, 2023.

As discussed in the Joint Proxy Statement for Extraordinary General Meeting of Shareholders of the Company/Consent Solicitation Statement for Stockholders of Zoomcar, Inc. (“Zoomcar”) and Prospectus of the Company, dated October 2, 2023, and Supplement No. 1 to the Joint Proxy Statement for Extraordinary General Meeting of Shareholders of the Company/Consent Solicitation Statement for Stockholders of Zoomcar and Prospectus of the Company, dated October 20, 2023 (together, and as may be further amended or supplemented, the “Joint Proxy/Written Consent Solicitation Statement”), Company shareholders who wished to exercise their redemption rights must have sent written requests no later than 5:00 p.m., Eastern Time on October 23, 2023 which was two business days prior to the originally scheduled date of the Business Combination Meeting. In connection with the Business Combination Meeting, as of November 2, 2023, Company shareholders holding approximately 2,421,820 Company public shares submitted requests to redeem their public shares for a pro rata portion of the funds in the Company’s trust account, which requests have not been withdrawn. Any such requests may be withdrawn at any time, with the Company’s consent, until the closing of the merger transaction between the Company and Zoomcar (the “Transaction”).

Additional Information and Where to Find It

In connection with the Transaction, the Company has filed with the United States Securities and Exchange Commission (the “SEC”) the Registration Statement on Form S-4 (File No. 333-269627), which includes a joint proxy statement/consent solicitation statement/prospectus. After the Registration Statement is declared effective, the Company has sent the Joint Proxy/Written Consent Solicitation Statement and other relevant documents to its shareholders. This report is not a substitute for the joint proxy statement/consent solicitation statement/prospectus. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE JOINT PROXY/WRITTEN CONSENT SOLICITATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ZOOMCAR, THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed or that will be filed with the SEC relating to the Transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from the Company upon written request at Innovative International Acquisition Corp., 24681 La Plaza, Suite 300, Dana Point, CA 92629.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association of the Company
10.1		Amendment to the Investment Management Trust Agreement, dated October 27, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNOVATIVE INTERNATIONAL ACQUISITION CORP.

	By:	/s/ Mohan Ananda
	Name:	Mohan Ananda
	Title:	Chief Executive Officer

Dated: November 2, 2023

Exhibit 3.1

THIRD AMENDMENT TO

THE

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF

ASSOCIATION

INNOVATIVE INTERNATIONAL ACQUISITION CORP.

“RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and Article 49.8 in their entirety and the insertion of the following language in their place:

49.7

The Company has until 24 months from the closing of the IPO to consummate a Business Combination; provided however, that if the Directors anticipate that the Company may not be able to consummate a Business Combination within 24 months of the closing of the IPO, the Company may, at the request of the Sponsor, extend the period of time to consummate a Business Combination by a one month extension (for a total of 25 months to complete a Business Combination), in accordance with terms as set out in the trust agreement governing the Trust Account. In the event that the Company does not consummate a Business Combination within 24 months from the closing of the IPO or within 25 months from the closing of the IPO (subject in the latter case to valid one month extensions having been made), the Company shall:

	(a)	cease all operations except for the purpose of winding up;

	(b)	as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

	(c)	promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

49.8

In the event that any amendment is made to the Articles:

	(a)	to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months after the closing of the IPO or 25 months from the date of the closing of the IPO pursuant to Article 49.7 subject in the latter case to valid one month extensions having been made), in the event the Company has elected to extend the amount of time to complete a Business Combination for three months, or such later time as the Members may approve in accordance with the Articles; or

	(b)	with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

Exhibit 10.1

AMENDMENT NO. 3 TO THE INVESTMENT
MANAGEMENT TRUST AGREEMENT

This Amendment No. 3 (this “Amendment”), dated as of October 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Innovative International Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 26, 2021, as amended (the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at an extraordinary general meeting of the Company held on October 27, 2023 (the “Special Meeting”), the Company’s shareholders approved (A) a proposal to extend the date by which the Company must consummate an initial business combination from October 29, 2023 to November 29, 2023 by amending the Company’s amended and restated memorandum and articles of association; and (B) a proposal to amend the Trust Agreement to allow the Company to extend the Combination Period from October 29, 2023 to November 29, 2023; and

NOW THEREFORE, IT IS AGREED:

Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and in the case of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay taxes as provided in this Agreement only as directed in the Termination Letter and the other documents referred to therein; provided that, in the event that a Termination Letter has not been received by the Trustee by (A) the date that is 24 months after the closing of the IPO (“Closing”); or (B) if the Chief Executive Officer or Chairman of the Board extends the time to complete the Business Combination by one (1) month, the date that is 25 months after the Closing, but if the Company has not completed the Business Combination within the applicable monthly anniversary of the Closing (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date. The form of any extension contemplated by this Section 1(i) shall be in substantially the form attached hereto as Exhibit E.”

Exhibit E of the Trust Agreement is hereby amended and restated in its entirety as follows:

EXHIBIT E

[Letterhead of Company]

[Insert date]

Equiniti Trust Company, LLC

6201 15^th Avenue

Brooklyn, NY 11219

Attn: Relationship Management

Re: Trust Account No. [ ] Extension Letter

Ladies and Gentlemen:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Innovative International Acquisition Corp. (“Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), dated as of October 26, 2021 (as amended and supplemented from time to time, the “Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1) month, from _____; to _________; (the “Extension”).

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

Very truly yours,

	INNOVATIVE INTERNATIONAL ACQUISITION CORP.

	By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co.

	3.	All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

	4.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

	5.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

	6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

‌EQUINITI TRUST COMPANY, LLC,
as Trustee

By:	/s/ Carlos Pinto
Name: Carlos Pinto
Title: Senior Vice President, Director

INNOVATIVE INTERNATIONAL ACQUISITION CORP.

By:	/s/ Mohan Ananda
Name: Mohan Ananda
Title: Chief Executive Officer

Cover	Oct. 27, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 2023
Current Fiscal Year End Date	--03-31
Entity File Number	001-40964
Entity Registrant Name	Innovative International Acquisition Corp.
Entity Central Index Key	0001854275
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	24681 La Plaza Ste 300
Entity Address, City or Town	Dana Point
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92629
City Area Code	805
Local Phone Number	907-0597
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	IOACU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share, included as part of the Units
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share, included as part of the Units
Trading Symbol	IOAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units
Trading Symbol	IOACW
Security Exchange Name	NASDAQ