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 19, 2023 (December 18,
2023)
Innovative International Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40964 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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 |
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Trading
Symbol(s) |
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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 |
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IOACU |
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The Nasdaq Stock Market LLC |
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Class A ordinary shares, par value $0.0001 per share, included as part of the Units |
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IOAC |
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The Nasdaq Stock Market LLC |
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Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units |
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IOACW |
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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. ¨
INTRODUCTORY NOTE
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”). Pursuant to the Merger Agreement, IOAC
will continue out of the Cayman Islands and re-domesticate into a Delaware corporation (the “Domestication”). We refer to
transactions contemplated by the Merger Agreement, collectively, including the Domestication and the issuance of IOAC securities in connection
therewith, as the “Business Combination”. In connection with the Domestication and the Business Combination, IOAC will be
renamed “Zoomcar Holdings, Inc.” (referred to herein as “New Zoomcar”).
Item 1.01 Entry into a Material Definitive
Agreement.
The information provided
in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed
on IOAC’s current reports on Form 8-K filed on September 12, 2022, January 4, 2023, January 20, 2023, May 10, 2023, July 26, 2023,
August 21, 2023 and December 1, 2023, IOAC issued promissory notes to Innovative International Sponsor I LLC, IOAC’s sponsor (the
“Sponsor”), and its affiliates, including Ananda Small Business Trust (“Ananda Trust”), for general operating
purposes and for expenses incurred in connection with extensions of the date by which IOAC must consummate an initial business combination
(such promissory notes, the “Existing Notes”). As of the date hereof, (i) approximately $2,027,840 is outstanding under the
Existing Notes payable to Ananda Small Business Trust (“Ananda Trust”), payable on the date of the consummation of the Business
Combination, and of such outstanding amount, $500,000 may be converted, at Ananda Trust’s option, into IOAC Class A ordinary shares
at a conversion price of $10.00 per share, and approximately $1,527,840 is payable only in cash; and (ii) approximately $1,231,368 is
outstanding under the Existing Notes payable in cash to certain passive investors of the Sponsor.
On December 18,
2023, IOAC issued (i) an unsecured convertible promissory note (the “New Ananda Trust Note”), the principal amount of
which is equal to the total amount owed to Ananda Trust under the Existing Notes. The New Ananda Trust Note bears no interest and
the principal balance of the New Ananda Trust Note will be payable by New Zoomcar 90 days after the consummation of the Business
Combination (the “Maturity Date”), and, on the Maturity date, the holder of the New Ananda Trust Note may convert any
amounts outstanding into shares of common stock, par value $0.0001 per share, of New Zoomcar, at a conversion price lower than the
redemption price per public share in connection with the Business Combination and (ii) unsecured promissory notes to certain passive
investors of the Sponsor, the principal amounts of which are equal to the total amounts owed to such passive investors under the Existing
Notes, with substantially the same terms of the Existing Notes issued to such passive investors (together with the New Ananda Trust Note,
the “Replacement Notes”).
Upon receipt by
Ananda Trust and the passive investors of the respective Replacement Notes, any and all obligations owing by IOAC or the Sponsor
under the Existing Notes will be satisfied and discharged in full and the respective Existing Notes will immediately and
automatically terminate and be of no further effect.
The foregoing description
of the Replacement Notes is qualified in its entirety by reference to the full text of such notes, copies of which are filed as Exhibit
10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Important Information
About the Business Combination and Where to Find It
In connection with the
Business Combination, IOAC has filed with the Registration Statement, which includes 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.
The Proxy Statement/Prospectus/Consent Solicitation Statement was supplemented by Supplement No. 1 on October 20, 2023, Supplement No.
2 on November 17, 2023 and Supplement No. 3 on December 15, 2023.
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, SUPPLEMENT
NO. 2 ON NOVEMBER 17, 2023 AND SUPPLEMENT NO. 3 on DECEMBER 15, 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.
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INNOVATIVE INTERNATIONAL ACQUISITION CORP. |
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By: |
/s/ Mohan Ananda |
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Name: |
Mohan Ananda |
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Title: |
Chief Executive Officer |
Dated: December 19, 2023
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: $2,027,839.90 |
Dated as of August 26, 2022 |
Date: December 18, 2023
Innovative International Acquisition
Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of the Ananda Small Business Trust,
or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of $2,027,839.90, in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to
such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The principal balance
of Note shall be payable 90 days after the Maker consummates its initial business combination (the “Maturity Date”). The
principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director,
employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall
accrue on the unpaid principal balance of this Note.
3. Conversion.
(a) Optional Conversion.
90 days after the date of this Note and on the Maturity Date, at the option of Payee, any amounts outstanding under this Note may be converted
into shares of common stock of the combined company after the business combination (“Shares”), at a conversion price
of $3.00 per Share (the “Share Conversion Price”). Other than the Share Conversion Price, each Share will contain terms
identical to those of the Shares that Maker issued in a private placement (the “Private Placement”) simultaneously
with the closing of Maker’s initial public offering (the “IPO”) as more fully described in the prospectus for
the IPO dated October 26, 2021 and filed with the Securities and Exchange Commission (the “SEC”). Before this Note
may be converted under this Section 3(a), Payee shall surrender this Note, duly endorsed, at the office of Maker and shall state therein
the amount of the unpaid principal of this Note to be converted and the name or names in which the certificates for Shares are to be issued.
The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note
and the person or persons entitled to receive the Shares upon such conversion shall be treated for all purposes as the record holder or
holders of such Shares as of such date. For the avoidance of doubt, in the event that all principal on this Note has been paid in full
on or prior to the Maturity Date, then Payee shall not be entitled to convert any portion of this Note into Shares.
(b) Remaining Principal.
All accrued and unpaid principal of this Note that is not then converted into Shares shall continue to remain outstanding and to be subject
to the terms and conditions of this Note.
(c) Fractional Shares;
Effect of Conversion. The number of Shares issued shall be rounded down to the nearest whole share or unit, no fractional Shares shall
be issued in connection with any conversion of this Note, and no cash shall be paid in lieu of any such fraction.
6. Events of Default. The following
shall constitute an event of default (“Event of Default”):
(a) Failure to
Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified in Section 1 above.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the
making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become
due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
7. Remedies.
(a) Upon the occurrence
of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence
of an Event of Default specified in Sections 6(b) or 6(c), the unpaid principal balance of this Note, and all other sums payable with
regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and
all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part
of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by Payee.
9. Unconditional Liability.
Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices,
statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally
or sent by first class registered or certified mail, overnight courier service to the address designated in writing by such party,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in
writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic mail, one (1) business day after delivery to an overnight courier service or five
(5) days after mailing if sent by mail.
11. Construction. THIS NOTE
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
12. Severability. Any provision
contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver.
Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of or from the trust account in which a portion of the proceeds of the IPO
and the Private Placement were deposited, as described in greater detail in the registration statement and prospectus filed with the
SEC in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the trust account for any reason whatsoever.
14. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the
Payee.
15. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
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INNOVATIVE INTERNATIONAL ACQUISITION CORP. |
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By: |
/s/ Madan Menon |
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Name: |
Madan Menon |
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Title: |
Chief Operating Officer |
Exhibit 10.2
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: $[ ] |
Dated as of August 26, 2022 |
Date:
Innovative International Acquisition
Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of the [ ], or its registered
assigns or successors in interest (the “Payee”), or order, the principal
sum of $[ ], in lawful money of the United States of America, on the terms and conditions described below. All payments on
this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The principal balance
of Note shall be payable on the date on which Maker consummates its initial business combination (the “Maturity Date”). The
principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director,
employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall
accrue on the unpaid principal balance of this Note.
3. Events of Default. The following
shall constitute an event of default (“Event of Default”):
(a) Failure to Make
Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date
specified in Section 1 above.
(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
4. Remedies.
(a) Upon the occurrence
of an Event of Default specified in Section 3(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence
of an Event of Default specified in Sections 3(b) or 3(c), the unpaid principal balance of this Note, and all other sums payable with
regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
5. Waivers. Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and
all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part
of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of
execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by Payee.
6. Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder.
7. Notices. All notices, statements
or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent by first
class registered or certified mail, overnight courier service to the address designated in writing by such party, (ii) by facsimile to
the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii)
by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be
designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on
the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic
mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
8. Construction. THIS NOTE SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
9. Severability. Any provision
contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
10. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which a portion of the
proceeds of the IPO and the Private Placement were deposited, as described in greater detail in the registration statement and
prospectus filed with the SEC in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the trust account for any reason whatsoever.
11. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.
12. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
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INNOVATIVE INTERNATIONAL ACQUISITION CORP. |
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By: |
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Name: |
Madan Menon |
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Title: |
Chief Operating Officer |
Innovative International... (NASDAQ:IOACU)
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