8-A12B

Investcorp India Acquisition Corp

Date: May 9, 2022

/s/ Nikhil Kalghatgi

Nikhil Kalghatgi

Principal Executive Officer and Director

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Investcorp India Acquisition Corp

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Century Yard, Cricket Square Elgin Avenue PO Box 1111 George Town Grand Cayman, Cayman Islands KY1-1102		N/A
(Address of Principal Executive Offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-257090

Securities to be registered pursuant to Section 12(g) of the Act: N/A

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares of Investcorp India Acquisition Corp (the “Registrant”). The description of the units, Class A ordinary shares and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-257090), originally filed with the U.S. Securities and Exchange Commission on June 14, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.

Exhibits.

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference:


3.1		Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on June 14, 2021).

3.2		Form of Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on February 17, 2022).

4.1		Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on February 17, 2022).

4.2		Specimen Ordinary Share Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on February 17, 2022).

4.3		Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on February 17, 2022).

4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on March 24, 2022).

10.2		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on March 24, 2022).

10.3		Form of Registration Rights Agreement among the Registrant, ICE I Holdings PTE. Ltd., and the Holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257090), filed with the U.S. Securities and Exchange Commission on March 24, 2022).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.