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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): November 30, 2023 (November 30, 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:
x |
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
8.01 Other Events.
As previously disclosed,
Innovative International Acquisition Corp. (“IOAC”) entered into the Agreement and Plan of Merger and Reorganization (as may
be amended or supplemented, the “Merger Agreement”), dated as of October 13, 2022, by and among IOAC, Zoomcar, Inc. (“Zoomcar”),
Innovative International Merger Sub Inc. (“Merger Sub”) and Greg Moran, in the capacity as the Seller Representative for the
purposes and as described under the Merger Agreement (the “Seller Representative”). We refer to transactions contemplated
by the Merger Agreement, collectively, including the issuance of IOAC securities in connection therewith, as the “Business Combination”.
On November 30, 2023,
IOAC, Zoomcar and other parties entered into a letter agreement (the “Letter Agreement”) pertaining to terms and conditions
set forth in the Merger Agreement (the “Earnout Terms”) relating to the 20,000,000 IOAC shares (the “Earnout Shares”)
to be issued and delivered into an escrow account (the “Earnout Escrow Account”) as of the date, if any, that the proposed
Business Combination is consummated (the “Closing Date”). The Letter Agreement, which was entered into in connection with
Zoomcar’s efforts to solicit written consents from holders of sufficient numbers of outstanding shares of Zoomcar and of Zoomcar’s
wholly owned subsidiary Zoomcar India Private Limited (collectively, the “Zoomcar Stockholders”) to approve the proposed Business
Combination and the other matters described in the written consent materials previously distributed by Zoomcar to the Zoomcar Stockholders,
including, without limitation, the proposed amendment to Zoomcar’s certificate of incorporation and proposed amendment to Zoomcar’s
investor rights agreement with holders of outstanding Zoomcar preferred shares, each as described therein (such amendments, together,
the “Pre-Closing Amendments”, and together with the approval of the proposed Business Combination, the “Consent Matters”,
and the approval of the Consent Matters by requisite Zoomcar Stockholders, including any separate series or class votes, as applicable,
the “Required Consents”). The Letter Agreement sets forth theunderstanding and mutual agreement of the parties thereto that,
in the event that Zoomcar receives the Required Consents, the signatories to the Letter Agreement would use best efforts to obtain the
approval by the board of directors of the combined company (“New Zoomcar”), including the disinterested members thereof (the
“NZ Approval”), to amend, or cause New Zoomcar to amend, the terms of the Merger Agreement (the “Amendment”) on
a post-Closing basis in order to revise the Earnout Terms thereunder such that, upon adoption of the Amendment, which is expected to occur
immediately after the Closing, the Earnout Shares would cease to be subject to trading-price based and other conditions and would, instead,
be immediatelyreleased from the Earnout Escrow Account for distribution to Zoomcar Stockholders in the manner described in, and subject
to the terms of, the Merger Agreement.
Important Information
About the Business Combination and Where to Find It
In connection with the
Business Combination, IOAC has filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-269627) (the
“Registration Statement”), which includes the the joint proxy statement/consent solicitation statement/prospectus (the
“Proxy Statement/Prospectus/Consent Solicitation Statement”). The Registration Statement was declared effective on September
29, 2023. IOAC has mailed the Proxy Statement/Prospectus/Consent Solicitation Statement and other relevant documents to its shareholders.
This document is not a substitute for the Proxy Statement/Prospectus/Consent Solicitation Statement. INVESTORS AND SECURITY HOLDERS AND
OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT (AS UPDATED BY SUPPLEMENT NO.
1 ON OCTOBER 20, 2023 AND SUPPLEMENT NO. 2 ON NOVEMBER 17, 2023) 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT ZOOMCAR, IOAC, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed
or that will be filed with the SEC relating to the Business Combination (when they are available) can be obtained free of charge from
the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This document contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions
with respect to future operations, products and services; and other statements identified by words such as “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar meaning.
These forward-looking
statements and factors that may cause actual results and the timing of events to differ materially from the anticipated results include,
but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the
Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close; (2) the outcome of any legal proceedings
that may be instituted against IOAC, Zoomcar, the combined company or others following the announcement of the Business Combination and
any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval
of the shareholders of IOAC or stockholders of Zoomcar; (4) the inability of Zoomcar to satisfy other conditions to closing; (5) changes
to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; (6) the ability to meet stock exchange listing standards
in connection with and following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current
plans and operations of Zoomcar as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain its reputation, grow its customer base, maintain relationships with customers and
suppliers and retain its management and key employees; (9) the impact of the COVID-19 pandemic on the business of Zoomcar and the combined
company (including the effects of the ongoing global supply chain shortage); (10) Zoomcar’s limited operating history and history
of net losses; (11) Zoomcar’s customer concentration and reliance on a limited number of key technology providers and payment processors
facilitating payments to and by Zoomcar’s customers; (12) costs related to the Business Combination; (13) unfavorable interpretations
of laws or regulations or changes in applicable laws or regulations; (14) the possibility that Zoomcar or the combined company may be
adversely affected by other economic, business, regulatory, and/or competitive factors; (15) Zoomcar’s estimates of expenses and
profitability; (16) the evolution of the markets in which Zoomcar competes; (17) political instability associated with operating in current
and future emerging markets Zoomcar has entered or may later enter; (18) risks associated with Zoomcar maintaining inadequate insurance
to cover risks associated with business operations now or in the future; (19) the ability of Zoomcar to implement its strategic initiatives
and continue to innovate its existing products; (20) the ability of Zoomcar to adhere to legal requirements with respect to the protection
of personal data and privacy laws; (21) cybersecurity risks, data loss and other breaches of Zoomcar’s network security and the
disclosure of personal information or the infringement upon Zoomcar’s intellectual property by unauthorized third parties; (22)
risks associated with the performance or reliability of infrastructure upon which Zoomcar relies, including, but not limited to, internet
and cellular phone services; (23) the risk of regulatory lawsuits or proceedings relating to Zoomcar’s products or services; (24)
increased compliance risks associated with operating in multiple foreign jurisdictions at once, including regulatory and accounting compliance
issues; (25) Zoomcar’s exposure to operations in emerging markets where improper business practices may be prevalent; and (26) Zoomcar’s
ability to obtain additional capital when necessary.
The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the
“Risk Factors” section of the Registration Statement referenced above and other documents filed by IOAC from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. There can be no assurance that the data contained herein is
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements
speak only as of the date they are made, and IOAC and Zoomcar disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Zoomcar’s
industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only,
are not forecasts and may not reflect actual results.
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 30, 2023
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