Form 425 - Prospectuses and communications, business combinations

 

 

 

Filed by Investcorp Europe Acquisition Corp I and Zacco Holdings
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Investcorp Europe Acquisition Corp I
Commission File No.: 001-41161
Date: September 26, 2024

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): September 25, 2024 (September 24, 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)

[phone]

(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. ☐

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on April 25, 2023, Investcorp Europe Acquisition Corp I (the “Company”) entered into a Business Combination Agreement (as amended on December 14, 2023, March 10, 2024, May 3, 2024, August 4, 2024 and August 30, 2024, the “Business Combination Agreement”) by and among Zacco Holdings (formerly OpSec Holdings), a Cayman Islands exempted company and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement.

On September 24, 2024, the Special Committee of the Board of Directors of the Company determined, in good faith after consultation with its outside counsel and other advisors, that the consummation of the Transactions following the occurrence of the Divestiture Closing is not advisable, fair to and in the best interests of the Company and the Company’s shareholders (other than Sponsor) in accordance with the Companies Act (as revised) of the Cayman Islands, which constitutes an Intervening Event Recommendation Change made pursuant to clause (b) of the definition of “Intervening Event” in the Business Combination Agreement.

Accordingly, pursuant to Section 12.1(h) of the Business Combination Agreement, in connection with such Intervening Event Recommendation Change, the Company terminated the Business Combination Agreement effective as of September 24, 2024.

Under the terms of the Business Combination Agreement, the Company will receive a Termination Amount of $30 million. It is expected that at least $20 million of such Termination Amount would be used to pay expenses incurred by the Company. The Company is currently considering whether to seek an alternative business combination or dissolve.

Item 8.01. Other Events.

On September 25, 2024, the Company issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “could”, “should”, “expect”, “intend”, “might”, “will”, “estimate”, “anticipate”, “believe”, “budget”, “forecast”, “intend”, “plan”, “potential”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company undertakes no duty to update these forward-looking statements.

Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation the effects the termination of the Business Combination Agreement may have on the Company and other risks and uncertainties indicated from time to time in the Company’s filings with

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the SEC. Additional information concerning certain of these and other risk factors is contained in the Company’s most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning the Company are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated September 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: September 25, 2024				By:		/s/ Craig Sinfield-Hain
				Name:		Craig Sinfield-Hain
				Title:		Chief Financial Officer

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Exhibit 99.1

Investcorp Europe Acquisition Corp. I Announces Termination of

Business Combination Agreement with Zacco Holdings

NEW YORK—(BUSINESS WIRE)—Investcorp Europe Acquisition Corp I (NASDAQ: IVCB) (the “Company”) today announced it has terminated the previously announced business combination agreement with Zacco Holdings (formerly OpSec Holdings), as amended (the “Business Combination Agreement”) pursuant to Section 15.1 thereof. Under the terms of the Business Combination Agreement, the Company will receive a $30 million termination payment. It is expected that at least $20 million of such termination amount would be used to pay expenses incurred by the Company. The Company is currently considering whether to seek an alternative business combination or dissolve.

About Investcorp Europe Acquisition Corp. I

The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s future plans These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. 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. Readers are cautioned not to put undue reliance on forward-looking statements.

Contacts

Brian Ruby, ICR, [e-mail]

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