Innovative International Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
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FORM
CURRENT REPORT
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Date
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Employer |
Kodihalli, |
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24681 La Plaza Ste 300
Dana Point, CA 92629
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
As previously disclosed by the registrant in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 19, 2022, on October 13, 2022 Innovative International Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser,” which upon consummation of the Transactions was renamed “Zoomcar Holdings, Inc.”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Zoomcar, Inc., a Delaware corporation (“Zoomcar”), Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Innovative, and Greg Moran, in the capacity as the representative of the Zoomcar stockholders from and after the closing of the transactions (collectively, the “Transaction”) contemplated by the Merger Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement.
On December 29, 2023, the Parties entered into the First Amendment to the Agreement and Plan of Merger and Reorganization (the “First Amendment”), pursuant to which the Parties amended the Merger Agreement to accelerate the distribution of the Earnout Shares such that the Earnout Shares cease to be subject to conditions based on trading pricesand will, instead, be immediately released from the Earnout Escrow Account for distribution to Zoomcar Stockholders in the manner described in, and subject to the terms of, the Merger Agreement.
The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the First Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| 2.1 | First Amendment to the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022, by and among Innovative International Acquisition Corp., Zoomcar, Inc., Innovative International Merger Sub, Inc., and Greg Moran, in the capacity as the Seller Representative thereunder. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 29, 2023 | ZOOMCAR HOLDINGS, INC. | |
| By: | /s/ Greg Moran | |
| Name: | Greg Moran | |
| Title: | Chief Executive Officer and Director | |
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