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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 28, 2023 (December 27,
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.
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”). On December 19, 2023, the
shareholders of IOAC approved the Business Combination and related matters at an extraordinary general
meeting of shareholders (the “Business Combination Meeting”).
Item 1.01 Entry into
a Material Definitive Agreement.
Non-Redemption Agreement
On December 27, 2023, IOAC
entered into a non-redemption agreement (the “Non-Redemption Agreement”) with each
of (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora
Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO, collectively, “Investor”),
pursuant to which Investor agreed to reverse the redemption of 150,000 Class A ordinary shares of IOAC.
The foregoing summary of the Non-Redemption Agreement
is qualified in its entirety by reference to the text of the Non-Redemption Agreement, which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Modified Deferred
Underwriting Fee Payment Obligations
As previously disclosed, pursuant
to the Underwriting Agreement, dated as of October 16, 2021 (as amended or modified, the “Underwriting Agreement”), entered
into in connection with IOAC’s initial public offering, IOAC previously agreed to pay to Cantor Fitzgerald & Co. (“Cantor”),
in Cantor’s capacity as representative of the underwriters, deferred underwriting commissions in an aggregate amount of $12,100,000,
payable in cash upon consummation of IOAC’s initial business combination. Additionally, as also previously disclosed, pursuant to
a letter agreement between IOAC and J.V.B. Financial Group, LLC (“J.V.B.”) dated as of March 12, 2021 (as amended or modified,
the “JVB Engagement Letter”), IOAC agreed that a fee equal to 30% of the aggregate amount of the deferred underwriting commissions
would be payable in cash to JVB at the closing of IOAC’s initial business combination (the “Closing”), in accordance
with the terms of the JVB Engagement Letter and the Underwriting Agreement.
On
December 28, 2023, IOAC, Cantor and J.V.B., in consideration of redemption levels by IOAC public shareholders, among other factors, the
foregoing parties entered into a fee modification agreement (the “Fee Modification Agreement”), pursuant to which, among other
things, Cantor agreed to accept, in lieu of payment of the deferred underwriting commission in cash at the Closing, an aggregate of 1,200,000
shares (the “Modified Fee Shares”), of which 1,000,000 Modified Fee Shares shall be issued to Cantor and 200,000 Modified
Fee Shares shall be issued to J.V.B., in lieu of the cash payments otherwise deliverable to each of Cantor and J.V.B. (“Holders”)
pursuant to the Underwriting Agreement and the JVB Engagement Letter, respectively.
In
addition to obligating IOAC (or its successor, including after the continuation of IOAC out of the Cayman Islands and into the State of
Delaware expected to occur immediately prior to the Closing (the “Domestication”)) to deliver the Modified Fee Shares to the
Holders, free and clear of specified restrictions, the terms of the Fee Modification Agreement also include registration rights obligations
on the part of the Combined Company (to be renamed Zoomcar Holdings, Inc., after the Domestication and the Closing, also referred to as
“New Zoomcar”), which include obligations to use commercially reasonable efforts to file a resale registration statement on
Form S-1 covering the Modified Fee Shares and to maintain the effectiveness thereof while the Holders continue to hold the Modified Fee
Shares, in each case in accordance with the terms of the Fee Modification Agreement. The Fee Modification Agreement
also includes a penalty provision that will require New Zoomcar to deliver to Cantor $3,000,000 in cash in the event that Cantor is unable
to timely sell or transfer Modified Fee Shares due to continuing restrictions thereunder resulting from a failure by New Zoomcar to satisfy
certain post-closing registration-related covenants and agreements in accordance with terms of the Fee Modification Agreement, following
notice and reasonable opportunity to cure on the part of New Zoomcar.
Item 8.01 Other Events.
Transaction Expenses
Arrangements
In
connection with the closing of the Business Combination, IOAC and Zoomcar (the “Closing”) entered into a securities
purchase agreement with a purchaser (the “Purchaser”), dated December 28, 2023 (the “Securities Purchase
Agreement”), relating to an unsecured convertible note (the “Note”) obligations under which are guaranteed by
certain assets of New Zoomcar and its subsidiaries, to such Purchaser for the aggregate amount of up to the lesser of $20,000,000
and (ii) the product of (A) 1/0.925 and (B) the amount of the business combination expenses, as well as certain other expenses as
detailed in the Securities Purchase Agreement. The Note shall be subject to an original issue discount equal to 7.5% of the
principal amount of the Note to be paid under the Securities Purchase Agreement.
Creditors
of certain business combination transaction expenses will invest into the purchaser of the Note.
The
material terms of the Notes are as follows: On the original issuance date interest shall begin accruing at 8.0% per annum based on the
outstanding principal amount of the Note. All Interest payments shall accrue until such time as the registration statement (the “Registration
Statement”) relating to the resale of the shares underlying the note is declared effective and shall be paid together with the next interest payment payable thereafter. In connection with the foregoing, IOAC or New Zoomcar and the expected holder of the Note will enter into a registration
rights agreement pursuant to which New Zoomcar will file a Registration Statement covering the resale of registrable securities issuable
pursuant to the Note.
At
the holder’s request, commencing at the end of the month in which the Registration Statement is declared effective, New Zoomcar
shall pay the holder the principal amount in monthly installments in increments of one-twelfth (1/12) of the original principal amount
until the principal has been paid in full prior to or on the maturity date or, if earlier, upon acceleration, conversion or prepayment
of the Note in accordance with its terms. Such monthly payments shall be made in cash or in shares of common stock of New Zoomcar, subject
to further conditions set forth in the Note. In connection with any monthly payment made in common stock, the number of shares to be delivered
shall be determined by dividing the monthly payment amount by the lower of (i) the Conversion Price or (ii) the Amortization Conversion
Price (each as defined below).
The
holder of the Note shall have the right on any business day to convert all or any portion of the Note on any conversion date (y) at the
conversion price ($10.00, subject to adjustments) in any amount, and (z) at the Amortization Conversion Price up to an amount equal to
25% of the highest trading day value of New Zoomcar’s shares of common stock on a daily basis during the 20 trading days preceding
the conversion date, or a greater amount upon obtaining New Zoomcar’s prior written consent.
Amortization
Conversion Price means the lower of (i) the conversion price ($10.00, subject to adjustments), and (ii) a 7.5% discount to the lowest
VWAP over the 20 trading days immediately preceding the applicable payment date or other date of determination subject to the terms of
the Note. The conversion floor for any conversion shall be $0.25, such that if the Conversion Price or the Amortization Conversion Price
is lower than such floor, the amount of such conversion shall be payable in cash by New Zoomcar to the Holder unless otherwise agreed
by the Holder and New Zoomcar.
Additionally, in consideration of the Purchaser’s willingness
to enter into the transactions that are the subject of the Securities Purchase Agreement and the Note, 164,000 registered and unrestricted
consideration shares will be delivered to Midtown Madison Management LLC, the service provider of the Purchaser, within two (2) business days of the Closing.
Furthermore,
IOAC has entered into other expenses arrangements with various service providers, such as law firms, accounting firms, due diligence service
providers and others, which arrangements include installment payment arrangements, issuances of equity or equity-linked securities, or
a combination of the above.
Capital Markets
Advisory Agreement
On December
23, 2023, Zoomcar entered into a capital markets advisory agreement with Roth Capital Partners, LLC (“Roth”), pursuant to
which Zoomcar engaged Roth as its capital markets advisor in connection with the Business Combination. Pursuant to the agreement, Roth
will provide various capital markets services on an as requested basis. In consideration of such services, Zoomcar will pay Roth, contingent
upon the closing of the Business Combination, a fee of $750,000 as well as certain expenses.
Item 9.01 Financial
Statements and Exhibits.
|
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
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 28, 2023 |
INNOVATIVE INTERNATIONAL ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Mohan Ananda |
|
Name: |
Mohan Ananda |
|
Title: |
Chief Executive Officer |
Exhibit 10.1
NON-REDEMPTION
AGREEMENT
This NON-REDEMPTION
AGREEMENT (this “Agreement”), dated as of December 27 2023, is made by and among Innovative International Acquisition
Corp., a Cayman Islands exempted company limited by shares (together with its successors, including following the Domestication, the
“Company,” which upon consummation of the Transactions, if any, shall be renamed “Zoomcar Holdings, Inc.”),
and the Investor (as defined below).
WHEREAS,
the Company is a special purpose acquisition company whose Class A Ordinary Shares (“Ordinary Shares”) are traded
on the Nasdaq Global Market under the symbol “IOAC”, and whose public warrants (“Warrants”) are traded
on the Nasdaq Global Market under the symbol “IOACW”, among other securities of the Company;
WHEREAS,
the Company has entered into that certain Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022 (as may be amended
or supplemented from time to time, the “Transaction Agreement”), by and among the Company, Innovative International
Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Greg Moran, acting
as representative of the Zoomcar (as defined below), and ZoomCar, Inc., a Delaware corporation (together with its direct and indirect
subsidiaries, “Zoomcar”), pursuant to which, among other things, (i) the Company will domesticate as a Delaware corporation
in accordance with the applicable provisions of the Delaware General Corporation Law and the Cayman Islands Companies Act (as revised)
(the “Domestication”) and (ii) immediately following the consummation of the Domestication, Merger Sub will merge
with and into Zoomcar (the “Merger” and, together with the Domestication, the “Transactions”),
with Zoomcar surviving the Merger;
WHEREAS,
the Investor is willing to reverse any previously submitted redemption demand of Ordinary Shares held or to be acquired by such Investor;
WHEREAS,
pursuant to the Company’s amended and restated memorandum and articles of association (as amended, the “Articles”),
the Company’s public shareholders have the right to require that the Company redeem their Ordinary Shares in connection with the
Transactions, for the Redemption Price (as defined in the Articles), representing the right to receive each shareholder’s portion
of the funds currently in the Company’s trust account, to the extent a shareholder exercises such redemption right. For illustrative
purposes, based on the fair value of marketable securities held in the Trust Account as of December 3, 2023 of $28 million, the estimated
per share redemption price would have been approximately $11.45;
WHEREAS,
the Company filed a definitive proxy statement on October 2, 2023 (the “Proxy Statement”) in connection with the scheduled
special meeting (the “Meeting”) of shareholders of the Company to approve the Transactions which indicated that demand
for redemption, once made, may be withdrawn at any time until the closing of the Transactions, with the Company’s consent;
WHEREAS,
pursuant to the terms of this Agreement, the Investor desires to agree to refrain from exercising such redemption right with respect
to the Investor Non-Redemption Shares (as defined below); and
WHEREAS,
all capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement.
NOW, THEREFORE,
in consideration of the mutual agreements set forth herein, the parties agree as follows:
| 1. | Non-Redemption Agreement. |
(a)
Subject to the conditions set forth in this Agreement, the Investor irrevocably and unconditionally hereby agrees to rescind or
reverse any previously submitted redemption demand within two (2) business days following the execution of this Agreement with respect
to the Ordinary Shares held by the Investor as of the date of this Agreement set out in Exhibit A, if any (the “Existing
Shares”); and
(b)
Subject to the conditions set forth in this Agreement, the Investor may purchase Ordinary Shares in the amount set out in Exhibit
A (the “Acquired Share Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted
redemption demand with respect to such shares, either in the open market or through privately negotiated transactions following the execution
of this Agreement. The Ordinary Shares that the Investor actually acquires pursuant to this Section 1(b) together with the Existing Shares
are referred to herein as the “Investor Non-Redemption Shares”.
(c)
The Acquired Share Cap shall be equal to 11.45 times the number of Committed Shares (as defined below). For the avoidance of doubt,
the Investor may have voting and investment power over additional Ordinary Shares (such shares, “Non-NRA Shares”)
which are not subject to this Agreement.
(d)
Within two (2) business days following the execution of this Agreement, the Investor hereby agrees to provide written notice to
the Company:
| (i) | of the total number of Investor
Non-Redemption Shares it has acquired pursuant to Section 1(b); |
| (ii) | of the total number
of Investor Non-Redemption Shares it held as of two (2) business days following the execution
of this Agreement; and |
| (iii) | attaching evidence or proof of purchase and/or ownership
of such Investor Non-Redemption Shares in a form reasonably satisfactory to the Company. |
2.
Non-Redemption Payment. Upon consummation of the Transactions, the Company shall pay or cause to be paid to the Investor
a payment in respect of its Investor Non-Redemption Shares (the “Non-Redemption Cash”) in cash released from the Trust
Account (as defined below) in an amount equal to the product of (x) the number of Investor Non-Redemption Shares and (y) the Redemption
Price, less $3.00 (the “Net Cost Basis”) and provided, further, that the Company shall instruct the Trustee
to deliver balance of the funds retained in the Trust Account as a result of the purchase and non-redemption of the Non- Redemption Shares
to an account to be specified in writing by Zoomcar.
3.
Representations and Warranties. Each of the parties hereto represents and warrants to the other party that: (a) it is a
validly existing company, partnership or corporation, in good standing under the laws of the jurisdiction of its formation or incorporation;
(b) this Agreement constitutes a valid and legally binding obligation on it in accordance with its terms, subject to laws relating to
bankruptcy, insolvency and relief of debtors, and laws governing specific performance, injunctive relief and other equitable remedies;
(c) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action, and (d)
the execution, delivery and performance of this Agreement will not result in a violation of its Certificate of Formation or Limited Liability
Company Operating Agreement or Memorandum and Articles of Association or equivalent organizational documents, as applicable, or conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or, to its knowledge,
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which it is a party
or by which it is bound. The Investor represents and warrants to the Company, that, as of the date of the notice referenced in Section
1(d), the Investor will beneficially own all of the Investor Non-Redemption Shares subject to this Agreement and any previously submitted
redemption demand with respect to such shares has been rescinded or reversed. The Company represents and warrants to the Investor that
it will not treat the payment of the Non-Redemption Cash as a debt repayment.
4.
Additional Covenants. The Investor hereby covenants and agrees that, except for this Agreement, the Investor shall not,
at any time while this Agreement remains in effect, (i) enter into any voting agreement or voting trust with respect to the Investor
Non-Redemption Shares (or any securities received in exchange therefore) inconsistent with Investor’s obligations pursuant to this
Agreement, (ii) grant a proxy, a consent or power of attorney with respect to the Investor Non-Redemption Shares (or any securities received
in exchange therefore), (iii) enter into any agreement or take any action that would make any representation or warranty of Investor
contained herein untrue or inaccurate in any material respect or have the effect of preventing or disabling Investor from performing
any of its obligations under this Agreement, or (iv) purchase the Investor Non-Redemption Shares at a price higher than the price offered
through the Company’s redemption process.
5.
Expenses. Each party shall be responsible for its own fees and expenses related to this Agreement and the transactions
contemplated hereby.
6.
Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest
to occur of (a) the termination of the Transaction Agreement in accordance with its terms, (b) the mutual written consent of the parties
hereto and (c) the payment of the Non-Redemption Cash to the Investor following the consummation of the Transactions. Upon such termination
of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the
part of any party hereto to any person in respect hereof or the transactions contemplated hereby; provided that, notwithstanding
the foregoing or anything to the contrary in this Agreement, the termination of this Agreement pursuant
to clauses (a) and (c) above shall not affect any liability on the part of any party for an intentional breach of this Agreement. Section
5 through and including Section 25 of this Agreement will survive the termination of this Agreement. Notwithstanding
the foregoing, the provisions of Section 7 shall survive indefinitely.
7. Trust
Account Waiver. The Investor acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including
interest accrued from time to time thereon) for the benefit of its public shareholders and certain other parties (including the underwriters
of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees
(on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title,
interest or claim of any kind in or to any assets held in the Trust Account or distributions to public shareholders therefrom, and it
shall not make any claim against the Trust Account or distributions to public shareholders therefrom, regardless of whether such claim
arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such
claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred
to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or
claims of the Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Investor
Non-Redemption Shares. The Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims
that it may have against the Trust Account or distributions to public shareholders therefrom now or in the future as a result of, or
arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance
of doubt, this provision shall not restrict the Investor’s redemption rights with respect to the Non-NRA Shares.
8. Public
Disclosure. The Company shall file a Current Report on Form 8-K with the SEC (the “Current Report”) reporting
the material terms of this Agreement but not including the names of the Investor and its affiliates and/or advised funds, unless required
by law, within one (1) Business Day following the execution of this Agreement. The Company shall not, and shall cause its representatives
to not, disclose any material non-public information to the Investor concerning the Company, the Ordinary Shares or the Transactions,
other than the existence of this Agreement, such that the Investor shall not be in possession of any such material non-public information
from and after the filing of the Current Report. Notwithstanding anything in this Agreement to the contrary, the Investor agrees that
the Company shall have the right to publicly disclose the nature of the Investor’s commitments, arrangements and understandings
under and relating to this Agreement in any filing by the Company with the SEC.
9.
Governing Law. This Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort
or statute) arising out of, under or in connection with this Agreement will be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit
to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have
jurisdiction, the New York state courts located in the Borough of Manhattan, State of New York, in any action arising out of or relating
to this Agreement. The parties irrevocably agree that all such claims shall be heard and determined in such a New York federal or state
court, and that such jurisdiction of such courts with respect thereto will be exclusive. Each party hereby waives, and agrees not to
assert, as a defense in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction,
or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be
appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction
over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in
connection with any such action, suit or proceeding in the manner provided in Section 21 hereof or in such other manner as may
be permitted by law, will be valid and sufficient service thereof.
10. Waiver
of Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the parties hereto irrevocably waives
any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Agreement
or any course of conduct, course of dealing, verbal or written statement or action of any party hereto or thereto, in each case, whether
now existing or hereafter arising, and whether in contract, tort, statute, equity or otherwise. Each party hereby further agrees and
consents that any such litigation shall be decided by court trial without a jury and that the parties to this Agreement may file a copy
of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.
11. Freely Tradable. The Company confirms that the Investor Non-Redemption Shares will be freely tradeable without restrictive
legends following the Transactions; the Investor Non-Redemption Shares will not require re-registration pursuant to a registration statement
filed with the SEC on Form S-1 or FormS-3 or equivalent following the Transactions; and that the Investor shall not be identified as
a statutory underwriter in any registration statement filed with the SEC on Form S-1 or Form S-3 or equivalent as a result of the purchase
of Investor Non-Redemption Shares.
12. Form
W-9 or W-8. The Investor shall, upon or prior to the consummation of the Transactions, execute and deliver to the Company a completed
IRS Form W-9 or Form W-8, as applicable.
13.
Non-Reliance. The Investor has had the opportunity to consult its own advisors, including financial and tax advisors, regarding
this Agreement or the arrangements contemplated hereunder and the Investor hereby acknowledges that neither the Company nor any representative
or affiliate of the Company has provided or will provide the Investor with any financial, tax or other advice relating to this Agreement
or the arrangements contemplated hereunder.
14. No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the parties, Zoomcar and their respective successors and
permitted assigns. Except as expressly named in this Section 14, this Agreement is not intended, nor shall be construed, to give
any person, other than the parties, Zoomcar and their respective successors and assigns, any legal or equitable right, benefit or remedy
of any nature whatsoever by reason this Agreement.
15. Assignment.
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including
by operation of law) without the prior written consent of the non-assigning party hereto (not to be unreasonably withheld, conditioned
or delayed). Notwithstanding the foregoing, the Investor may transfer its rights, interests and obligations hereunder to one or more
investment funds or accounts managed or advised by the Investor (or a related party or affiliate) and to the extent such transferee is
not a party to this Agreement, such transferee shall agree to be bound by the terms hereof prior to any such transfer being effectuated.
16. Specific
Performance. The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not
performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that monetary damages may not be
an adequate remedy for such breach and the non-breaching party shall be entitled to seek injunctive relief, in addition to any other
remedy that such party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement in the chancery
court or any other state or federal court within the State of New York.
17. Amendment.
This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a written
agreement executed by the parties hereto.
18. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or unenforceable.
19. No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between the Investor, on the
one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture
or any like relationship between the parties.
20. Blocker
Provision. Notwithstanding anything to the contrary contained herein, the number of Ordinary Shares that may be acquired by the Investor
upon any exercise of Warrants in the Company and its successor(s) shall be limited to the extent necessary to ensure that, following
such exercise (or other issuance), the total number of Ordinary Shares then beneficially owned by such Investor and its affiliates and
any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the Investor’s for purposes of Section
13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding Ordinary Shares (including for such purpose
the Ordinary Shares issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a notice of exercise hereunder will
constitute a representation by the Investor that it has evaluated the limitation set forth in this paragraph and determined that issuance
of the full number of Ordinary Shares upon exercise of the Warrants requested in such notice of exercise is permitted under this paragraph.
This provision shall not restrict the number of Ordinary Shares which a Investor may receive or beneficially own in order to determine
the amount of securities or other consideration that such Investor may receive in the event of a merger or other business combination
or reclassification involving the Company. For the avoidance of doubt, this restriction shall not be conferred upon any third party to
whom the Investor transfers such Warrants. This restriction may not be waived.
21. Notices.
All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly
given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national standing for next
day delivery (with charges prepaid), on the business day following the date of delivery to such courier service; (c) if delivered by
electronic mail, on the date of transmission if on a business day before 5:00 p.m. local time of the business address of the recipient
party (otherwise on the next succeeding business day), provided the sender receives no bounce-back or similar message indicating non-delivery;
in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other
parties in accordance with this Section 21):
If to the Company prior to consummation
of the Transactions:
Innovative
International Acquisition Corp.
24681 La
Plaza Ste 300
Dana Point, CA 92629
Attn: Mohan Ananda
Email: mohan@innovativeacquisitioncorp.com
with a copy (which will not constitute
notice) to:
McDermott Will & Emery LLP
One Vanderbilt Avenue
New York, New York 10017
Attn: Ari Edelman, Esq.
Sunyi Snow, Esq.
Email: aedelman@mwe.com
Email: ssnow@mwe.com
If to
the Company after consummation of the Transactions:
Zoomcar Holdings, Inc.
40 Archer Drive
Bronxville, NY 10708
Attention: Gregory Moran
Email: Greg@zoomcar.com
with a copy to:
Ellenoff Grossman & Schole LLP
1345 Avenue
of the Americas, 11th Floor
New York,
NY 10105
Attn: Stuart Neuhauser, Esq.
Attn: Meredith Laitner, Esq.
Email: sneuhauser@egsllp.com
Email: mlaitner@egsllp.com
If to
the Investor:
Meteora Capital, LLC
1200 N Federal Hwy, Ste 200
Boca Raton, FL 33432
Email: notices@meteoracapital.com
22. Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument, and shall include
images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature
or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.
23. Entire
Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties
hereto to the extent that they relate in any way to the subject matter hereof.
24. Most
Favored Nation. In the event the Company enters into one or more other similar non-redemption agreements with any Other Backstop
Investors before or after the execution of this Agreement in connection with the Meeting, the Company represents that the terms of such
other similar non-redemption agreements are not more favorable to such Other Backstop Investors thereunder than the terms of this Agreement
are in respect of the Backstop Investor. In the event that any Other Backstop Investor is afforded any such more favorable terms pursuant
to such similar non-redemption agreement than the Backstop Investor, the Company shall promptly inform the Backstop Investor of such
more favorable terms in writing, and the Backstop Investor shall have the right to elect to have such more favorable terms included herein,
in which case the parties hereto shall promptly amend this Agreement to effect the same.
25. Right
of First Refusal. For the period beginning upon execution of this agreement and ending on the 6-month anniversary of the closing
of the Business Combination, Investor shall have the right, but not the obligation, in its sole discretion, to invest on the terms offered
to Investor by the Company up to $10,000,000 in any future debt, equity, derivative or any other kind of financing of the Company, as
legally permitted (each a “Covered Financing”), with the exception of any Equity Line of Credit. Investor will be provided
at least ten (10) business day notice to invest in any Covered Financing.
[Signature page
follows]
IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto as of the date first above written.
|
Innovative
International Acquisition Corp. |
|
|
|
By: |
/s/
Mohan Ananda |
|
Name: |
Mohan
Ananda |
|
Title: |
Chief
Executive Officer |
|
Investor |
|
|
|
METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, METEORA
CAPITAL PARTNERS, LP and METEORA SPECIAL OPPORTUNITY FUND I, LP |
|
By: |
/s/
Joseph N. Levy |
|
Name: |
Joseph
N. Levy |
|
Title: |
Chief
Operating & Financial Officer |
EXHIBIT A
Investor | |
Existing Shares | | |
Acquired Share
Cap | |
Meteora Select Trading Opportunities Master, LP | |
| 49,880 | | |
| 0 | |
Meteora Capital Partners, LP | |
| 71,315 | | |
| 0 | |
Meteora Special Opportunity Fund I, LP | |
| 28,805 | | |
| 0 | |
v3.23.4
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Dec. 27, 2023 |
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Innovative International Acquisition Corp.
|
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0001854275
|
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|
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E9
|
Entity Address, Address Line One |
24681 La Plaza Ste 300
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Dana Point
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