M&A: Investcorp Europe Acquisition Corp I
Form Type: 8-K
Filing Date: 2024-12-23
Corporate Action: Merger
Type: New
Accession Number: 000119312524284326
Comments: On December 23, 2024, Investcorp Europe Acquisition Corp I completed the Closing of the Sponsor Handover following shareholder approval on December 17, 2024. The Purchase Agreement involved the sale of one Class B ordinary share, 6,037,499 Class A ordinary shares, and 11,690,000 private placement warrants from Sponsors to Acquirer for $1.00. This transaction required an extension of the initial business combination timeline, moving the deadline from December 17, 2024, to December 17, 2025, which was approved by shareholders. Effective upon closing, Vikas Mittal was appointed as the new CEO and CFO, succeeding Craig Sinfield-Hain. Additionally, several directors resigned, and the Letter Agreement from December 14, 2021, was terminated. Following the completion of the merger and the associated share redemptions, Mr. Mittal is expected to beneficially own approximately 75.6% of the company's ordinary shares. As a result of the merger, the company plans to transition to the OTCQB Market after receiving a delisting notice from Nasdaq due to failure to complete a business combination by the initial deadline.
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Additional details:
Entry Into A Material Definitive Agreement: Purchase Agreement for the transfer of shares and warrants
Management Change: Vikas Mittal appointed as CEO and CFO
Shareholder Approval Date: 2024-12-17
Extension Amendment Proposal: Approved to extend the business combination deadline to 2025
Resignations: Baroness Ruby McGregor-Smith, Craig Sinfield-Hain, Alptekin Diler resigned
Equity Transfer: {"class_b_shares":1,"class_a_shares":6037499,"private_placement_warrants":11690000,"transfer_price":1}
Form Type: CORRESP
Filing Date: 2024-11-15
Corporate Action: Acquisition
Type: Update
Accession Number: 000119312524259661
Comments: This document is a correspondence responding to the comments received from the SEC regarding the Preliminary Proxy Statement filed by Investcorp Europe Acquisition Corp I on November 6, 2024. The correspondence confirms the filing of Amendment No. 1 to the Proxy Statement and addresses specific comments from the SEC staff. The Company seeks to extend the termination date for business combinations to June 17, 2025, which is beyond the 36-month period following its IPO. The company acknowledges potential delisting risks associated with Nasdaq rules effective from October 7, 2024, which could lead to immediate suspension or delisting if a determination letter is issued after December 17, 2024. Significant impacts on the company's stock, liquidity, and attractiveness as a merger partner are examined. Additionally, the company discloses its ties to foreign sponsors, outlining potential challenges posed by CFIUS when completing an initial business combination with U.S. targets, which may lead to liquidation risks for investors.
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Additional details:
Termination Date Extended: 2025-06-17
Delisting Risk: Immediate suspension and delisting possible after December 17, 2024
Foreign Sponsor Control: Yes
Cfius Review Risk: Potential review may complicate business combination with U.S. entities
Liquidation Consequence: Loss of investment opportunity and potential worthless warrants