Form 8-K - Current report

Investcorp Europe Acquisition Corp I

Date: November 27, 2023

/s/ Craig Sinfield-Hain

Craig Sinfield-Hain

Chief Financial Officer

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): November 27, 2023

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 Symbol(s)	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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On November 27, 2023, Investcorp Europe Acquisition Corp I (the “Company”) entered into a non-interest bearing convertible unsecured loan (the “Loan”) in the principal amount of up to $1,250,000 from the Company’s sponsor, Europe Acquisition Holdings Limited, an exempted company incorporated in the Cayman Islands, or an affiliate thereof (the “Sponsor”) to provide the Company with additional working capital during the proposed Extension (as defined below), and to fund the Contributions described in Item 8.01. The portion of the Loan used to provide the Company with additional working capital during the Extension will not be deposited into the Company’s trust account (the “Trust Account”).

If the Company does not consummate an initial business combination by the Extended Date (as defined below), the Loan will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Contributions are conditioned on the approval of the Extension Amendment Proposal (as defined below) and the implementation of the Extension. If at any time following the Extraordinary General Meeting (as defined below), the Company’s board of directors (the “Board”) determines that the Company will not be able to consummate an initial business combination by the Extended Date and that the Company shall instead liquidate, the Sponsor’s obligation to continue to make Contributions shall cease immediately upon such determination.

A copy of the Loan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Loan.

Item 8.01

Other Events

While the Company has entered into a business combination agreement and publicly filed a Registration Statement on Form F-4 with the Securities and Exchange Commission on November 22, 2023, the Board has determined that there may not be sufficient time before December 17, 2023 to consummate an initial business combination. Therefore, the Board has determined the Extension Amendment Proposal is in the best interests of the Company’s shareholders.

If the Extension Amendment Proposal is approved at the Company’s Extraordinary General Meeting, the Sponsor has agreed, by making monthly advancements on the Loan, to contribute (each such contribution, a “Contribution”) into the Trust Account the lesser of (x) an aggregate of $150,000 or (y) $0.02 per share for each Class A ordinary share included as part of the units sold in the Company’s initial public offering (including any shares issued in exchange thereof) that are not redeemed at the Extraordinary General Meeting for each monthly period (commencing on December 17, 2023 and ending on the 17^th day of each subsequent month), or portion thereof, until the earlier of the completion of the initial business combination and the Extended Date. For the avoidance of doubt, the maximum aggregate Contributions to the Trust Account shall not exceed $900,000 based on up to six monthly Contributions through the Extended Date.

While the funds in the Trust Account have, since the Company’s IPO, been held only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company will, on or prior to the 24-month anniversary of the effective date of the registration statement relating to the Company’s IPO, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of the Company’s initial business combination or liquidation.

Supplement to the Definitive Proxy Statement

As previously announced, the Company will hold an extraordinary general meeting (the “Extraordinary General Meeting”) on December 5, 2023, to consider and vote upon, among other things, a proposal (the “Extension Amendment Proposal”) to extend the date by which the Company must complete a business combination from December 17, 2023 to June 17, 2024 (such date, the “Extended Date”). The Company has determined to supplement the Company’s definitive proxy statement related to the Extraordinary General Meeting as set forth below (the “Proxy Supplement”) to provide information about the proposed Contributions.

There is no change to the location, the record date, or any of the proposals to be acted upon at the Extraordinary General Meeting.

SUPPLEMENT TO PROXY STATEMENT

INVESTCORP EUROPE ACQUISITION CORP I

Dated November 27, 2023

The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.

As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the extension (the “Extension” and such proposal, the “Extension Amendment Proposal”) of the time period during which the Company has to complete an initial business combination from December 17, 2023 to June 17, 2024 (such date, the “Extended Date”). The purpose of the supplemental disclosures is to provide an update on the proposed contributions to the Company’s trust account in connection with the Extension.

Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.

Registration Statement on Form F-4

We are not asking you to vote on the Business Combination at this time. The Business Combination will be submitted to shareholders of the Company for their consideration. On November 22, 2023, OpSec Holdings filed a Registration Statement on Form F-4 with the SEC, which includes a proxy statement to be distributed to the Company’s shareholders in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection with the Business Combination and other matters as described in the definitive proxy statement. After the Registration Statement on Form F-4 has been declared effective, the Company will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. The Company’s shareholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for its Extraordinary General Meeting to be held to approve, among other things, the Business Combination, because these documents will contain important information about the Company and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov.

Contributions to Trust Account

On November 27, 2023, the Company entered into a non-interest bearing convertible unsecured loan (the “Loan”) in the principal amount of up to $1,250,000 from the Sponsor to provide the Company with additional working capital during the proposed Extension, and to fund the Contributions described herein. If the Extension Amendment Proposal is approved at the Extraordinary General Meeting, the Sponsor has agreed, by making monthly advancements on the Loan, to contribute (each such contribution, a “Contribution”) into the Company’s Trust Account the lesser of (x) an aggregate of $150,000 or (y) $0.02 per share of the public shares that are not redeemed at the Extraordinary General Meeting for each monthly period (commencing on December 17, 2023 and ending on the 17^th day of each subsequent month), or portion thereof, until the earlier of the completion of the initial business combination and the Extended Date. For the avoidance of doubt, the maximum aggregate Contributions to the Trust Account shall not exceed $900,000 based on up to six monthly Contributions through the Extended Date.

The portion of the Loan used to provide the Company with additional working capital during the Extension will not be deposited into the Trust Account.

If the Company does not consummate an initial business combination by the Extended Date, the Loan will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Contributions are conditioned on the approval of the Extension Amendment Proposal and the implementation of the Extension. If at any time following the Extraordinary General Meeting, the Board determines that the Company will not be able to consummate an initial business combination by the Extended Date and that the Company shall instead liquidate, the Sponsor’s obligation to continue to make Contributions shall cease immediately upon such determination.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “would,” “seem,” “anticipates,” “seeks,” “future,” “predicts,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the proposed Contributions. These statements are based on current expectations on the date of this announcement and involve a number of risks and uncertainties that may cause actual results to differ significantly. Many actual events and circumstances are beyond the control of the Company. These forward looking statements are subject to a number of risks and uncertainties, including: the Company’s ability to enter into definitive agreements or consummate a transaction with an initial business combination target; the amount of redemption requests made by the Company’s shareholders and the amount of funds remaining in the Trust Account after satisfaction of such requests; and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this current report. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional Information and Where to Find It

On November 9, 2023, the Company filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to: Investcorp Europe Acquisition Corp I, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands.

Participants in the Solicitation

The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary General Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:


Exhibit No.		Description of Exhibits

10.1		Loan Agreement dated November 27, 2023.

104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

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.

Exhibit 10.1

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is made on this day of November 27, 2023 (the “Effective Date”).

BETWEEN:

1.	Investcorp Europe Acquisition Corp I, an exempted company incorporated under the laws of the Cayman Islands with registration number 373300 (the “Borrower”);

2.	Investcorp Funding Limited, an exempt company incorporated under the laws of the Cayman Islands with registration number 25543 (the “Lender”).

WHEREAS:

A.	The Borrower wishes to borrow money to fund working capital (“Working Capital”) and contributions (“Contributions”) in connection with any extension of the date (the “Extension”) by which the Borrower consummates its initial business combination (the “Transaction);

B.	The Lender has agreed to provide a loan to the Borrower to be used by the Borrower to fund the Transaction.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows with effect from the Effective Date:

1.	Recitals Integral

The recitals above shall form an integral part of this Agreement.

2.	Amount and Purpose of Loan

2.1	The Lender hereby agrees to lend to the Borrower a loan in a maximum aggregate amount of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00) in lawful money of the United States of America (the “Loan”).

2.2

The Lender shall make the Loan available to the Borrower on the Effective Date of November 27, 2023. The Borrower may draw the Loan in one or more drawdowns upon prior written notice to the Lender. The Lender agrees in advance to fund the Contributions directly into the Borrower’s trust account (the “Trust Account”) that was established in connection with Borrower’s initial public offering. The Lender’s obligation to fund Contributions into the Trust Account shall terminate upon the earlier of (i) June 17, 2024 (the “Extended Date”), (ii) the closing of an initial business combination and (iii) such date as the Lender determines that no initial business combination will be entered into prior to the Extended Date. Funds for Working Capital may be placed into a bank account for the Borrower.

2.3	Subject to the terms of this Agreement, the Lender will be obliged to fund the Loan in any amount which is required by the Borrower to fund the Working Capital and Contributions and the Lender shall not be entitled to:

(i)

cancel any commitments under this Agreement to the extent to do so would prevent or limit the funding of the Working Capital and Contributions;

(ii)

rescind, terminate or cancel this Agreement or the Loan or exercise any similar right or remedy or make or enforce any claim under this Agreement it may have to the extent to do so would prevent or limit the funding of the Working Capital and Contributions;

(iii)

refuse to participate in any advance requested by the Borrower in accordance with this Agreement to fund the Working Capital and Contributions;

(iv)

exercise any right of set-off or counterclaim in respect of the Loan to the extent to do so would prevent or limit the funding of the Working Capital and Contributions; or

(v)

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement to the extent to do so would prevent or limit the funding of the Working Capital and Contributions,

provided that immediately upon completion of the Transaction all such rights, remedies and entitlements shall be available to the Lender.

2.4	The Borrower shall use the Loan to fund the Working Capital and Contributions.

3.	Interest on the Loan

No interest shall accrue on the unpaid balance of the Loan.

4.	Repayment of the Loan

4.1	The Borrower shall repay the principal amount of the Loan on the earlier of: (i) the date on which the Borrower consummates the Transaction or (ii) the date of that the winding up of the Borrower is effective (such date, the “Maturity Date”).

4.2	The Borrower may prepay the Loan, in whole or in part, at any time without penalty.

4.3	All payments made by the Borrower to the Lender under this Agreement shall be made in immediately available funds and shall be paid by transfer to such bank account of the Lender as the Lender shall notify to the Borrower in writing.

4.4	Under no circumstances shall any individual, including but not limited to any executive officer, director, employee or stockholder of the Borrower, be obligated personally for any obligations or liabilities of the Borrower hereunder.

5.	Statements Conclusive

The statement of the Lender as to any amount payable by the Borrower hereunder shall (in the absence of obvious error) be conclusive and binding on the parties hereto.

6.	Waiver; Amendments

No failure on the part of the Lender to exercise, or delay in exercising, any right shall operate as a waiver thereof, and no specific waiver shall be construed as a general waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Borrower and the Lender.

7.	Severability

If any provision hereof shall be illegal or unenforceable for any reason, the legality and enforceability of the remainder of the provisions hereof shall not be affected or impaired thereby.

8.	Entire Agreement

This Agreement constitutes the entire agreement between the parties to this Agreement in relation to the Loan, the Lender’s obligation to make or fund the Loan and the Borrower’s obligations in respect of the Loan, and supersedes any previous agreement, whether express or implied, regarding the Loan.

9.	Notices

All notices to be given under this Agreement shall be in writing and shall be served to the addresses stated below or to such other address as a party may subsequently designate in writing to the other parties. Alternatively, notices may be served by e-mail.

If to the Borrower, to:

Century Yard, Cricket Square

Elgin Avenue

P.O. Box 1111

George Town, Grand Cayman

Cayman Islands KY1-1102

If to the Lender, to:

c/o Investcorp Holdings B.S.C.

P.O. Box 5340

Manama

Bahrain

Attention: Mr. Abbas Rizvi

10.

Assignment

11.1	This Agreement shall benefit and be binding upon the parties hereto and their respective successors and permitted assigns or transferees. Any reference in this Agreement to any party shall be construed accordingly.

11.2	The Lender shall not, at any time prior to completion of the Transaction, assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent of the Borrower.

11.2	The Borrower shall not assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent of the Lender.

11.

Trust Waiver

Notwithstanding anything herein to the contrary, the Lender hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided however that upon the consummation of the initial business combination, Borrower shall repay the principal balance of this Note out of the proceeds released to Borrower from the Trust Account.

12.

Governing Law and Jurisdiction

(a)	This Agreement shall be governed and construed in all respects in accordance with the laws of the Cayman Islands.

(b)	The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of the Courts of the Cayman Islands, with the Lender reserving its rights to instigate legal proceedings in any other country where it may deem it relevant to do so in order to protect its interests.

SIGNED on behalf of the parties hereto on the day and year first above written.


Borrower		The Lender
/s/ Ruby McGregor-Smith		/s/ Dean Clinton

Investcorp Europe Acquisition Corp I		Investcorp Funding Limited
Name:	Ruby McGregor-Smith	Name:	Dean Clinton
Title:	Chief Executive Officer	Title:	Director of Investcorp Corporate Services Limited as Corporate Director of Investcorp Funding Limited

Document and Entity Information	Nov. 27, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 27, 2023
Entity Registrant Name	Investcorp Europe Acquisition Corp I
Entity Incorporation State Country Code	E9
Entity File Number	001-41161
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	Century Yard, Cricket Square
Entity Address Address Line 2	Elgin Avenue
Entity Address Address Line 3	P.O. Box 1111
Entity Address City Or Town	George Town
Entity Address Country	KY
Entity Address Postal Zip Code	KY1-1102
Country Region	+1
City Area Code	345
Local Phone Number	949-5122
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001857410
Common Class A [Member]
Document Information [Line Items]
Security 12b Title	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IVCB
Security Exchange Name	NASDAQ
Redeemable warrants [Member]
Document Information [Line Items]
Security 12b Title	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	IVCBW
Security Exchange Name	NASDAQ
Capital Units [Member]
Document Information [Line Items]
Security 12b Title	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	IVCBU
Security Exchange Name	NASDAQ