Exhibit 4.1


 


	 	  NUMBER UNITS U-
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP G4809M 117



 


INNOVATIVE INTERNATIONAL ACQUISITION CORP.


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-THIRD OF ONE

WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE


 


	THIS CERTIFIES THAT	is the owner of	Units.


 


Each Unit (“Unit”)
consists of one (1) Class A ordinary share, of par value $0.0001 per share (“Ordinary Shares”), of
Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-third
of one (1) warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one Ordinary Share
(subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30) days after the
Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses (each a “Business Combination”) and will expire, unless exercised before 5:00 p.m.,
New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination,
or earlier upon redemption or liquidation. The Ordinary Shares and Warrants comprising the Units represented by this certificate are not
transferable separately prior to [_______], 2021, unless Cantor Fitzgerald & Co. elects to allow separate trading earlier, subject
to the Company’s filing of a Current Report on Form 8-K with the U.S. Securities and Exchange Commission containing an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issuing a press release
announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of [_______], 2021,
between the Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 6201 15th Avenue, Brooklyn, NY 11219, and are available to any Warrant holder
on written request and without cost.


 


This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.


 


This certificate shall be
governed by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature
of its duly authorized officers.


 


	 	 	 
	Chief Executive Officer 	 	Secretary


 


	
    AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

     
	 	 
	Name:	 	 
	Title:	 	 


 






     


     


    

 


Innovative International Acquisition Corp.


 


The Company will furnish without
charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM	—	as tenants in common	 	UNIF GIFT MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	(State)


 


Additional abbreviations may also be used though
not in the above list.


 


For value received, ___________________ hereby
sells, assigns and transfers unto _________________________


 


	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	________ Units represented by the within Certificate, and hereby irrevocably constitutes and appoints ___________
	 
	Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
	 	 	 
	Dated:	 	                                                	 


 


	 	 	Notice: 	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
	 	 	 	 
	
    Signature(s) Guaranteed:

     

     
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).	 	 


 


In each case, as more fully described in the Company’s
final prospectus dated            , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds
held in the trust account established in connection with its initial public offering only in the event that (i) the Company redeems
the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business
combination by    , 2023, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance
and timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate and initial
business combination by                    , 2023, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A
ordinary shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of
the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.