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 1, 2023 (November 29, 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 November 29, 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 November 29, 2023 to December 29, 2023 (which is 26 months from the closing of our initial public offering).
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.
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.
On December 1, 2023, the Company issued an unsecured promissory note (the “Note”), in the amount of up to $200,000 to Innovative International Sponsor I LLC. The proceeds of the Note, may be drawn down from time to time prior to the date of the consummation of the Company’s initial business combination (the “Maturity Date”) upon request by the Company.
The Note bears no interest and the principal balance is payable on the Maturity Date. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.��
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 November 29, 2023 to December 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 November 29, 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 November 16, 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 9,110,000 ordinary shares present at the Extension Meeting in person or represented by proxy, or approximately 77% 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 | |
| | 9,110,000 | | | | 0 | | | | 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 | |
| | 9,110,000 | | | | 0 | | | | 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 16,346 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 $187.5 million (approximately $11.47 per public share redeemed in connection with the Extension Meeting) will be removed from the Trust Account to pay such holders and approximately $28.0 million will remain in the Trust Account. Following such redemptions, the Company will have 2,444,075 public shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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: December 1, 2023
