M&A - Investcorp Europe Acquisition Corp I

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000182912625003966

Filing Summary: On May 27, 2025, Investcorp Europe Acquisition Corp I entered into an Agreement and Plan of Merger with several parties including Nexx HoldCo, LLC. This merger will result in Nexx HoldCo becoming a wholly owned subsidiary of Investcorp. Each unit of Nexx HoldCo's membership interest will convert into ordinary shares of Investcorp. The Merger Consideration includes an aggregate value of $55,000,000 in shares to the members of Nexx HoldCo, subject to adjustments. The agreement contains customary representations and warranties, closing conditions, and covenants aimed at ensuring the timely execution of the merger. It sets out the procedures for shareholder approvals and defines various post-Closing actions, including the formation of a new board of directors for Investcorp. The agreement also allows for termination under specific circumstances and outlines the governance and legal framework for the merger. A related press release was issued to announce the merger agreement, fulfilling SEC Rule requirements for disclosures under the Securities Act.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000182912625003965

Filing Summary: On May 27, 2025, Investcorp Europe Acquisition Corp I entered into a Merger Agreement with various parties, including Nexx HoldCo, LLC. The agreement entails a merger where Nexx HoldCo will become a wholly owned subsidiary of Investcorp and its membership interests will convert into ordinary shares of Investcorp. As consideration for the merger, the members of Nexx HoldCo will receive shares of Investcorp with a total value of $55,000,000. The agreement outlines the conditions and covenants for both parties leading to closing, including obtaining shareholder and regulatory approvals, and stipulates that the merger will involve the domestication of Investcorp as a Delaware corporation. Various conditions must be met for the transaction to close, including no material adverse effects and relevant regulatory approvals being secured.

Form Type: SC 14F1

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000182912625000232

Filing Summary: An Information Statement is being provided regarding a change in the majority control of the Board of Directors of Investcorp Europe Acquisition Corp I. Effective January 17, 2025, Vikas Mittal will replace Baroness Ruby McGregor Smith as Chief Executive Officer. Craig Sinfield-Hain will also resign as Chief Financial Officer and director. In total, four directors including Peter McKellar, Pam Jackson, Laurence Ponchaut, and Adah Almutairi will resign, with changes taking place following the recent acquisition of shares from Europe Acquisition Holdings Limited to Samara Special Opportunities. The acquisitions of Class A and B ordinary shares and other private placement warrants led to new appointments without the need for a shareholder vote. The document highlights the new board structure and does not require any action from shareholders.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284326

Filing Summary: 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.

Form Type: CORRESP

Filing Date: 2024-11-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524259661

Filing Summary: 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.