Investcorp Europe Acquisition Corp I (IVCB)
Filed: 16 Dec 24, 10:19am
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 16, 2024
Investcorp Europe Acquisition Corp I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41161 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Century Yard, Cricket Square | ||
| Elgin Avenue | ||
| P.O. Box 1111, George Town | ||
| Grand Cayman, Cayman Islands | KY1-1102 | |
| (Address of principal executive offices) | (Zip Code) |
+1 (345) 949-5122
(Registrant’s telephone number, including area code)
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 Securities Exchange Act of 1934:
Title of each class | Trading | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | IVCBU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | IVCB | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | IVCBW | 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 ☒
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 December 16, 2024, Investcorp Europe Acquisition Corp I., a Cayman islands exempted company (“Company”), Europe Acquisition Holdings Limited (“Sponsor”), Peter McKellar (“McKellar”) Baroness Ruby McGregor-Smith (“McGregor-Smith”), Pam Jackson (“Jackson”), Laurence Ponchaut (“Ponchaut”) and Adah Almutairi (“Almutairi”) and Samara Special Opportunities, a Cayman Island exempted company (the “Acquirer”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which Sponsor, McKellar, McGregor-Smith, Jackson, Ponchaut and Almutairi (collectively, the “Sellers”) have agreed to sell to Acquirer, and Acquirer has agreed to purchase from Sponsor an aggregate of (i) one Class B ordinary share, $0.001 par value per share, (ii) 6,037,499 Class A ordinary shares, $0.001 par value per share, and (iii) 11,690,000 private placement warrants held by the Sellers (collectively, the “Transferred Securities”) for an aggregate purchase price of $1.00 (the “Transaction”).
Pursuant to the Purchase Agreement, among other things:
| • | Effective on the closing date of the Transaction, the Company’s current officers will resign from the Company and the Company will appoint the following individual designated by Acquirer in the position listed below: |
Vikas Mittal, Chief Executive Officer and Chief Financial Officer
| • | Effective on the closing date of the Transaction, Craig Sinfield-Hain will resign from the Company’s board of directors and he will be replaced by at least one (1) individual designated by Acquirer (the “New Director”) to be appointed by the remaining directors as of the closing date of the Transaction; |
| • | effective following the closing date of the Transaction, and upon the expiration of certain waiting periods contemplated by the Purchase Agreement, the remaining current directors of the Company will resign and be replaced by individuals designated by Acquirer to be appointed by the New Director to the Company’s board of directors. |
The closing of the Transaction is conditioned upon, among other things, (i) Sponsor and the Company shall have delivered to Acquirer a termination of the Insider Letter executed in connection with the Company’s initial public offering; and (ii) the Company receiving the requisite shareholders’ approval for the Extension.
The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (i) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (ii) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement, and (iii) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed hereto as Exhibit 10.1, and which is incorporated herein by reference.
| Item 8.01 | Other Events. |
On December 9, 2024, the Company announced that the extraordinary general meeting of the stockholders of the Company originally scheduled for December 10, 2024 (the “Meeting”) has been postponed to 10:00 a.m. Eastern time on December 17, 2024. The Company has previously called and provided a notice of the Meeting
to consider and vote upon the matters described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2024 (the “Proxy Statement”). At the Meeting, stockholders will be asked to approve, as a special resolution, the amendment of the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination from December 17, 2024 to December 17, 2025 (such date, the “Extended Date”), and, if the Board of Directors elects to wind up the Company before the Extended Date, to permit the Company to cease operations except for the purpose of winding up. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
The record date for the stockholders to vote at the Meeting remains the close of business on November 8, 2024 (the “Record Date”). Stockholders who have previously submitted their proxy or otherwise voted may, but are not obligated to, vote again.
You may change your vote by sending a later-dated, signed proxy card to the Company at Investcorp Europe Acquisition Corp I, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands, so that it is received prior to the Meeting or by attending the Meeting in person and voting (including by virtual means as provided above). You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by the Company prior to the Meeting.
As a result of this change, the Meeting will now be held at 10:00 a.m., Eastern Time, on December 17, 2024, at the offices of Allen Overy Shearman Sterling LLP, located at 800 Capitol Street, Suite 2200, Houston, Texas 77002 and virtually via the Internet at https://www.cstproxy.com/investcorpeu1spac/egm2024. If you do not have Internet capabilities, you can listen to the Meeting by phone dialing +1 800-450-7155 (toll-free) within the U.S. and Canada or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted enter the pin number 6120876#. This option is listen-only, and you will not be able to vote or enter questions during the Meeting if you choose to participate telephonically.
Additional Information and Where to Find It
The definitive proxy statement for the extension of the initial business combination deadline has been mailed to the Company’s stockholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents filed by the Company with the SEC may be obtained free of charge by contacting Company at Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands. If you have questions about the proposals or if you need additional copies of the Proxy Statement you should contact our proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Shareholders may call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call: (203) 658-9400
Email: IVCB.info@investor.morrowsodali.com
If you have questions regarding the certification of your position or tendering your ordinary shares (and/or delivering your share certificate(s) (if any) and other redemption forms), please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| Investcorp Europe Acquisition Corp I | ||||||
| Date: December 16, 2024 | By: | /s/ Craig Sinfield-Hain | ||||
| Name: | Craig Sinfield-Hain | |||||
| Title: | Chief Financial Officer | |||||