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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): December 21, 2023 (December 19,
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 5.07. Submission
of Matters to a Vote of Security Holders
On
December 19, 2023, Innovative International Acquisition Corp. (“IOAC” or the “Company”), a Cayman Islands exempted
company (the “Company”), held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”)
in connection with the proposed business combination (the “Business Combination”) contemplated by the Agreement and Plan of
Merger and Reorganization, dated October 13, 2022, (as it may be amended or supplemented from time to time, the “Merger Agreement”)
by and among IOAC, Innovative International Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of IOAC (“Merger
Sub”), Zoomcar, Inc., a Delaware corporation (“Zoomcar”) and Greg Moran, acting as representative of the Zoomcar stockholders,
as described in the joint proxy statement/consent solicitation statement/prospectus filed by the Company with the Securities and Exchange
Commission on October 2, 202 (as updated by Supplement No. 1 on October 20, 2023, Supplement No. 2 on November 17, 2023 and Supplement
No. 3 on December 15, 2023, the “Proxy Statement/Prospectus/Consent Solicitation Statement”).
Present at the Extraordinary General Meeting were holders of approximately 9.7 million the Company’s Ordinary Shares, par value
$0.0001 per share (“Ordinary Shares”), in person or by proxy, representing approximately 82% of the voting power of the Company’s
Ordinary Shares issued and outstanding as of September 20, 2023, the record date for the Extraordinary General Meeting (the “Record
Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 11,820,421 Ordinary Shares
issued and outstanding.
At
the Extraordinary General Meeting, the Company’s shareholders approved the NTA Proposal, the Domestication Proposal, the Business
Combination Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal
and the Director Proposal, in each case as defined and described in greater detail in the Proxy
Statement/Prospectus/Consent Solicitation Statement. The Adjournment Proposal, as defined and described in greater detail in the
Proxy Statement/Prospectus/Consent Solicitation Statement, was not presented to the Company’s
shareholders as the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal,
the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Proposal each received a sufficient
number of votes for approval.
Set
forth below are the final voting results for the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Organizational
Documents Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Director Proposal:
The
NTA Proposal
A
proposal to approve by special resolution under Cayman Islands law, amendments to IOAC’s Amended and Restated Memorandum
and Articles of Association (the “Existing Organizational Documents”), which amendments shall be effective, if adopted and
implemented by IOAC, prior to the consummation of the Domestication (as defined below) and the proposed Business Combination, to remove
the requirements contained in the Existing Organizational Documents limiting IOAC’s ability to redeem Ordinary Shares and consummate
an initial business combination if such redemptions would cause IOAC to have less than $5,000,001 in net tangible assets. The voting results
of the Ordinary Shares were as follows:
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,367 | | |
| 9,297 | | |
| 0 | |
The
Domestication Proposal
A
proposal to approve by special resolution under Cayman Islands law, the change of IOAC’s jurisdiction of incorporation from
the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating
as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and the post-Domestication company,
“New Zoomcar”). The voting results of the Ordinary Shares were as follows:
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,366 | | |
| 9,298 | | |
| 0 | |
The
Business Combination Proposal
A
proposal to approve and adopt the Merger Agreement. The voting results of the Ordinary Shares were as follows:
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,367 | | |
| 9,297 | | |
| 0 | |
The
Organizational Documents Proposal
A
proposal to approve by special resolution under Cayman Islands law, assuming the Domestication Proposal and the Business Combination Proposal
are approved and adopted, the amendment and restatement of the Existing Organizational Documents by their deletion and replacement in
their entirety with the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed
Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of New Zoomcar, which, if
approved, would take effect at the time of the Domestication. The voting results of the Ordinary Shares were as follows:
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,487,556 | | |
| 238,108 | | |
| 0 | |
The Advisory Charter Proposals
The
proposals to approve, as ordinary resolutions and on a non-binding advisory basis, certain governance provisions in the Proposed Charter
and Proposed Bylaws of New Zoomcar. The voting results of the Ordinary Shares on each of the sub-proposals were as follows:
Advisory
Charter Proposal 5A: To authorize capital stock of 260,000,000 shares, consisting of 250,000,000 shares of common stock, par
value $0.0001 per share, and 10,000,000 shares of preferred stock.
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,456,863 | | |
| 268,801 | | |
| 0 | |
Advisory
Charter Proposal 5B: To provide that any amendment to the Proposed Bylaws will require the approval of either the New Zoomcar’s
board of directors or the holders of at least sixty-six and two-thirds percent (66 2∕3%) of the voting power of New Zoomcar’s
then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,228,052 | | |
| 497,612 | | |
| 0 | |
Advisory
Charter Proposal 5C: To provide that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain
actions and claims.
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,456,863 | | |
| 268,801 | | |
| 0 | |
Advisory
Charter Proposal 5D: To eliminate various provisions in the Existing Organizational Documents applicable only to blank check
companies.
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,366 | | |
| 9,298 | | |
| 0 | |
The Nasdaq Proposal
The
proposal to approve, for the purposes of complying with the applicable Nasdaq listing rules,
the issuance of shares, or securities convertible into shares, of common stock of New Zoomcar, in connection with the following: (i) the
Merger, (ii) the Ananda Trust Subscription Agreement; (iii) the Anticipated Ananda Trust Closing Investment; and (iv) potential arrangements
to satisfy IOAC’s and Zoomcar’s payment obligations to underwriters and certain service providers and vendors. The voting
results of the Ordinary Shares were as follows:
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,367 | | |
| 9,297 | | |
| 0 | |
The Incentive Plan Proposal
The
proposal to approve the adoption of the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan. The voting results of the Ordinary Shares
were as follows:
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,487,556 | | |
| 238,108 | | |
| 0 | |
The Director Proposal
The
proposal to approve, by ordinary resolution under Cayman Islands law, the election of seven directors to serve staggered terms
on the board of directors of New Zoomcar until the 2024, 2025 and 2026 annual meeting of stockholders of New Zoomcar or until each such
director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement,
or removal. The voting results of the Ordinary Shares on each of the sub-proposals were as follows:
Director
Proposal 8A: David Ishag
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,367 | | |
| 0 | | |
| 9,297 | |
Director
Proposal 8B: Swatick Majumdar
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,366 | | |
| 1 | | |
| 9,297 | |
Director
Proposal 8C: Mohan Ananda
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,487,557 | | |
| 228,810 | | |
| 9,297 | |
Director
Proposal 8D: Madan Menon
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,487,556 | | |
| 228,811 | | |
| 9,297 | |
Director
Proposal 8E: Greg Moran
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,367 | | |
| 0 | | |
| 9,297 | |
Director
Proposal 8F: Graham Gullans
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,366 | | |
| 1 | | |
| 9,297 | |
Director
Proposal 8G: Evelyn D’An
Votes For | | |
Votes Against | | |
Abstentions | |
| 9,716,367 | | |
| 0 | | |
| 9,297 | |
Redemption of Ordinary Shares
The Company’s public
shareholders had the right to elect to redeem all or a portion of their Ordinary Shares for a per share price calculated in accordance
with its organizational documents. The Company’s public stockholders holding 2,413,764 Ordinary Shares, or 98.7% of all outstanding
public shares, validly elected to redeem their public shares.
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.
Dated: December 20, 2023 |
INNOVATIVE INTERNATIONAL ACQUISITION CORP. |
|
|
|
|
|
By: |
/s/ Mohan Ananda |
|
Name: |
Mohan Ananda |
|
Title: |
Chief Executive Officer |
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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