8-K

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): April 15, 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)

+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 April 15, 2024, Investcorp Europe Acquisition Corp I (the “Company”) entered into a non-interest bearing unsecured loan (the “Loan”) in the principal amount of up to $750,000 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 and to fund monthly contributions into the trust account until the earlier of a completion of a business combination or June 17, 2024 (the “Extended Date”). The portion of the Loan used to provide the Company with additional working capital will not be deposited into the trust account.

The Loan bears no interest and shall be due and payable on the earlier of (i) the date on which the Borrower consummates the business combination or (ii) the date of that the winding up of the Borrower is effective. 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. If at any time the Board of Directors 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 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 April 15, 2024

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: April 15, 2024	By:	/s/ Craig Sinfield-Hain
	Name:	Craig Sinfield-Hain
	Title:	Chief Financial Officer

EX-10

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is made on this day of April 15, 2024 (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 Seven Hundred and Fifty Thousand Dollars ($750,000.00) 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 April 15, 2024. 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

10.1 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.

10.2 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.

10.3 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

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

12.2 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

XML

Cover	Apr. 15, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 15, 2024
Entity File Number	001-41161
Entity Registrant Name	Investcorp Europe Acquisition Corp I
Entity Central Index Key	0001857410
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Century Yard, Cricket Square
Entity Address, Address Line Two	Elgin Avenue
Entity Address, Address Line Three	P.O. Box 1111
Entity Address, City or Town	George Town
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1102
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
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	IVCBU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IVCB
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	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