UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant |
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Filed by a party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
INNOVATIVE INTERNATIONAL ACQUISITION CORP.
(Name of Registrant as Specified in Its
Charter)
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(Name of Person(s) Filing
Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check all boxes
that apply): |
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No fee required |
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Fee paid previously with
preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF EXTRAORDINARY
GENERAL MEETING
OF INNOVATIVE INTERNATIONAL ACQUISITION CORP.
TO BE HELD ON DECEMBER
19, 2023
To the Shareholders of Innovative International
Acquisition Corp.:
As
previously announced, Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company,”
“IOAC,” “we,” “us” or “our”), convened an extraordinary general meeting of Company shareholders
to approve the Business Combination (as defined below) on Wednesday, October 25, 2023, at 11:00 a.m., Eastern Time. The meeting
was adjourned to a later date in order to allow more time for the parties to consider and finalize financing and transaction terms.
NOTICE
IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of IOAC will be held on Tuesday, December 19,
2023, at 11:00 a.m., Eastern Time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York,
New York 10017. You can participate in the Special Meeting, vote, and submit questions via live webcast by visiting https://web.lumiagm.com/#/228230513
(password: innovative2023) and entering the voter control number included on your proxy card.
In connection with the Special
Meeting, IOAC filed a joint proxy statement/consent solicitation statement/prospectus dated October 2, 2023, as updated by Supplement
No. 1 on October 20, 2023 and Supplement No. 2 on November 20, 2023 (the “Proxy Statement/Prospectus/Consent
Solicitation Statement”) in connection with the proposed transactions (collectively, including the issuance of IOAC securities in
connection therewith, the “Business Combination”) that are the subject of 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. and Greg Moran, in the capacity as the representative of the Zoomcar
stockholders and certain matters related to the prospective consummation (the “Closing”) of the Business Combination. IOAC
intends to file Supplement No. 3 to the Proxy Statement/Prospectus/Consent Solicitation Statement in order to reflect certain developments
that occurred after the date of the Proxy Statement/Prospectus/Consent Solicitation Statement.
You are cordially invited to attend the Special Meeting for the purpose
of considering and voting on the proposals set forth in the Proxy Statement/Prospectus/Consent Solicitation Statement.
Only
holders of record of IOAC’s Class A ordinary shares and Class B ordinary shares (collectively, the “ordinary shares”)
at the close of business on September 20, 2023 (the “Record Date”) are entitled to notice of and to vote and have their
votes counted at the Special Meeting and any adjournment of the Extraordinary General Meeting. IOAC’s warrants do not have voting
rights.
The
resolutions to be voted upon in person or by proxy at the Extraordinary General Meeting relating to the above proposals are set forth
in the Proxy Statement/Prospectus/Consent Solicitation Statement sections entitled “Proposal No. 1 — The NTA
Proposal,” “Proposal No. 2 — The Domestication Proposal,”
“Proposal
No. 3 — The Business Combination Proposal,” “Proposal No. 4 — The Organizational
Documents Proposal,” “Proposal No. 5 — The Advisory Charter Proposals,” “Proposal No. 6 — The
Nasdaq Proposal,” “Proposal No. 7 — The Incentive Plan Proposal,” “Proposal No. 8 — The
Director Proposal” and “Proposal No. 9 — The Adjournment Proposal,” respectively.
Whether
or not you plan to attend the Extraordinary General Meeting, we urge you to read the Proxy Statement/Prospectus/Consent Solicitation
Statement (and any documents incorporated into the Proxy Statement/Prospectus/Consent Solicitation Statement by reference) carefully.
Please pay particular attention to the section entitled “Risk Factors.”
IOAC’s
board of directors (the “IOAC Board”) formed a special committee comprised entirely of independent directors (the “Special
Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the IOAC Board whether
to pursue the Business Combination and, if so, on what terms and conditions.
After
careful consideration, the IOAC Board, based in part on the unanimous recommendation of the Special Committee, has unanimously approved
IOAC’s entry into the Merger Agreement and the Business Combination. The IOAC Board also determined that each of the Proposals
described in the Proxy Statement/Prospectus/Consent Solicitation Statement is fair, advisable and in the best interests of IOAC and its
shareholders and recommends that you vote or give instruction to vote “FOR” each of these Proposals.
The
existence of financial and personal interests of IOAC’s Sponsor, directors and officers may result in a conflict of interest on
the part of one or more of the directors between what he or they may believe is in the best interests of IOAC and its shareholders and
what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See
the section entitled “The Business Combination Proposal — Interests of IOAC’s Sponsor, Directors and
Officers in the Business Combination” in the Proxy Statement/Prospectus/Consent Solicitation Statement for a further discussion.
Under
the Merger Agreement, the approval of each of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents
Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Proposal (each, a “Required Proposal”) is
a condition to the consummation of the Business Combination. If IOAC shareholders do not approve each of the Required Proposals, the
Business Combination may not be consummated.
A
holder of public shares (“public shareholder”) may request that IOAC redeem all or a portion of its public shares (which,
if not redeemed, would be cancelled and converted into common stock of New Zoomcar by virtue of the Domestication) for cash if the Business
Combination is consummated. For the purposes of Article 49.5 of the Existing Organizational Documents and the Cayman Islands Companies
Act (As Revised), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and
references in the joint proxy statement/consent solicitation statement/prospectus relating to the Business Combination shall be interpreted
accordingly.
IOAC
shareholders will be entitled to receive cash for any public shares to be redeemed only if such holders: hold (a) public shares or (b)
units and elect to separate such units into the underlying public shares and warrants prior to exercising such redemption rights with
respect to the public shares; and prior to 5:00 p.m., Eastern Time, on December 15, 2023 (two business days prior to the Extraordinary
General Meeting), (a) submit a written request to Equiniti Trust Company, LLC, IOAC’s transfer agent (the “Transfer Agent”),
that IOAC redeem such public shares for cash and (b) deliver such public shares to the Transfer Agent, physically or electronically through
Depository Trust Company (“DTC”).
Holders
of units must elect to separate the underlying public shares and warrants prior to exercising redemption rights with respect to the public
shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect
to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder
must contact the Transfer Agent directly and instruct it to do so.
Public shareholders may
elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal.
If
the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises
its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial
public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination,
including interest earned on the funds held in the Trust Account and not previously released to IOAC to pay its taxes, divided by the
number of then issued and outstanding public shares. For illustrative purposes, as of December 4, 2023, this would have amounted to approximately
$11.48 per public share. If a public shareholder exercises its redemption rights, such holder will be exchanging its redeemed public
shares for cash and will no longer own such shares but will continue to hold any warrants that were part of IOAC Units issued in the
IPO.
Notwithstanding
the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public
shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate
of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than
15% of the public shares, then any such shares in excess of such 15% limit would not be redeemed for cash.
This
notice contains important information about the Special Meeting. Whether or not you plan to attend the Special Meeting, IOAC urges
you to read this material carefully and vote your shares.
December 12, 2023 |
By Order of the Board of Directors, |
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/s/ Mohan Ananda |
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Mohan Ananda
Chairman and Chief Executive Officer |
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION
OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I)
IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND WARRANTS
PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT
YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY
USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES
AND DEADLINES DESCRIBED IN THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE TRANSACTION IS NOT CONSUMMATED,
THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE
AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
IMPORTANT
NOTICES
Important Information
About the Business Combination and Where to Find It
This
communication may be deemed to be solicitation material in respect of the Business Combination. In connection with the Special Meeting, IOAC
filed a Proxy Statement/Prospectus/Consent Solicitation Statement. 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 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 THE BUSINESS COMBINATION. 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
notice 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 Proxy Statement/Prospectus/Consent Solicitation 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.
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