F-4/A 1 d468809df4a.htm F-4/A F-4/A
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As filed with the Securities and Exchange Commission on December 19, 2023.

Registration No. 333-275706

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OpSec Holdings

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   3670   N/A
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

c/o OpSec Security Group Limited

40 Phoenix Road

Washington NE38 0AD

United Kingdom

+44 (191) 417-5434

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

OpSec Online, LLC

3540 E Longwing Lane, Ste. 300

Meridian, ID 83642

+1 (925) 557-1691

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Peter Castellon
Proskauer Rose LLP
110 Bishopsgate
London EC2N 4AY
United Kingdom
Tel: +44 (20) 7280-2091
  William B. Nelson
Emily Leitch
Shearman & Sterling LLP
800 Capitol Street
Houston, TX 77002
Tel: +1 (713) 354-4880

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and once all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.  ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

 

PRELIMINARY PROXY STATEMENT AND PROSPECTUS — SUBJECT TO COMPLETION,

DATED                 , 2024

INVESTCORP EUROPE ACQUISITION CORP I

Century Yard, Cricket Square

Elgin Avenue

P.O. Box 1111, George Town

Grand Cayman, Cayman Islands

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF INVESTCORP EUROPE ACQUISITION CORP I

AND

 

 

PROSPECTUS FOR

83,880,667 ORDINARY SHARES AND

33,950,000 WARRANTS OF OPSEC HOLDINGS

 

 

The board of directors of Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (“IVC Europe”), has unanimously approved the business combination agreement, dated as of April 25, 2023 (as amended on December 14, 2023, the “Business Combination Agreement”), by and among IVC Europe, OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability (“Pubco”), Opal Merger Sub I, a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of Pubco (“Merger Sub I”), Opal Merger Sub II, a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of Pubco (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“OpSec”), Orca Midco Limited, a private limited company incorporated under the laws of England and Wales (“Orca Midco”), Orca Bidco Limited, a private limited company incorporated under the laws of England and Wales and a subsidiary of OpSec (“Orca Bidco”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), and Mill Reef Capital Fund SCS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef,” and together with ITSF, the “OpSec Shareholders”), which, among other things, provides that: (i) the OpSec Shareholders will contribute to Pubco all of the issued and outstanding ordinary shares of OpSec, par value £1.00 (“OpSec Ordinary Shares”) in exchange for (a) ordinary shares of Pubco, par value $0.0001 (“Pubco Ordinary Shares”); (b) an aggregate amount in cash equal to $10.0 million (collectively, the “Share Contribution”); and (c) if a share price target is met or a change of control of Pubco takes place within ten years of the Second Merger Effective Time (as defined below), additional Pubco Ordinary Shares; (ii) following the Share Contribution, OpSec will merge with and into Merger Sub I, as a result of which the separate corporate existence of OpSec will cease and Merger Sub I will continue as the surviving company (the “First Merger”); and (iii) following the First Merger, IVC Europe will merge with and into Merger Sub II (the “Second Merger”), as a result of which, at the effective time of the Second Merger (the “Second Merger Effective Time): (a) the separate corporate existence of Merger Sub II will cease and IVC Europe will continue as the surviving company; (b) the issued and outstanding public units of IVC Europe (“IVC Europe Public Units) will be automatically detached the holder thereof will be deemed to hold one Class A ordinary share of IVC Europe, par value $0.0001 (“IVC Europe Class A Ordinary Shares”) and one-half of a warrant of IVC Europe (“IVC Europe Warrants”); (c) the issued and outstanding IVC Europe Class A Ordinary Shares will be exchanged for Pubco Ordinary Shares; (d) the issued and outstanding Class B ordinary shares of IVC Europe, par value $0.0001 (“IVC Europe Class B Shares”) immediately prior to the Second Merger Effective Time will be sold and transferred to Pubco in exchange for Pubco Ordinary Shares; and (e) the IVC Europe Warrants outstanding immediately prior to the Second Merger Effective Time will cease to represent a right to acquire the number of IVC Europe Class A Ordinary Shares set forth in such IVC Europe Warrants and will instead be assumed by Pubco and automatically converted into warrants issued by Pubco (“Pubco Warrants”) to acquire an equal number of Pubco Ordinary Shares. As a result of and upon consummation of the business combination (the “Business Combination”), each of IVC Europe and Orca Holdings Limited (after merging with and into Merger Sub I) will become a wholly owned subsidiary of Pubco, as described in this proxy statement/prospectus, and Pubco will become a new public company owned by the prior shareholders of IVC Europe and the prior shareholders of OpSec. The IVC Europe board of directors’ unanimous approval of the Business Combination was based on all of the information available and the factors presented to and considered by it, as well as the unanimous recommendation of the special committee of the board of directors that was formed to evaluate the Business Combination.

In connection with the Business Combination Agreement and the transactions contemplated thereby (the “Proposed Transactions”), Europe Acquisition Holdings Limited, a Cayman Islands exempted company (the “Sponsor”), and certain shareholders of IVC Europe (together with Sponsor, the “Sponsor Members”) entered into that certain sponsor support agreement, dated as of April 25, 2023 (the “Sponsor Support Agreement”), with Pubco and IVC Europe, pursuant to which, among other things, the Sponsor has agreed to (i) along with certain other Sponsor Members, surrender for no consideration and cancel immediately prior to the Share Contribution, but subject to the consummation of the Second Merger, an aggregate of 2,555,100 IVC Europe Class B Ordinary Shares held by such Sponsor Members immediately prior to the Share Contribution;


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(ii) transfer to the OpSec Shareholders immediately following the Share Contribution, but subject to the consummation of the Second Merger, 2,050,000 IVC Europe Warrants held by the Sponsor; and (iii) reimburse IVC Europe for IVC Europe’s expenses in excess of $20.0 million on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination: (i) each outstanding IVC Europe Class A Ordinary Share will be converted into one Pubco Ordinary Share; (ii) each outstanding IVC Europe Warrant will be converted into one Pubco Warrant that entitles the holder thereof to purchase one Pubco Ordinary Share in lieu of one IVC Europe Class A Ordinary Share and otherwise upon substantially the same terms and conditions; (iii) each outstanding IVC Europe Class B Ordinary Share will be transferred to Pubco in consideration for one Pubco Ordinary Share; and (iv) 100.0% of the outstanding OpSec Ordinary Shares will be transferred to Pubco in consideration for Pubco Ordinary Shares and an aggregate amount in cash equal to $10.0 million. Accordingly, this proxy statement/prospectus covers the issuance by Pubco of an aggregate of 83,880,667 Pubco Ordinary Shares and 33,950,000 Pubco Warrants.

As a result of the Business Combination, assuming that no shareholder of IVC Europe elects to redeem IVC Europe Class A Ordinary Shares issued as part of the units (“IVC Europe Units”) sold in IVC Europe’s initial public offering (the “IVC Europe IPO”) for cash as permitted by IVC Europe’s amended and restated memorandum and articles of association (the “IVC Europe Articles”), and assuming that no Pubco Warrants are exercised and no “earnout” shares have been earned, ITSF will own 58.2%, existing public shareholders of IVC Europe will own 29.8% of the Pubco Ordinary Shares, the Sponsor will own 6.4% of the Pubco Ordinary Shares, Mill Reef will own 2.7% of the Pubco Ordinary Shares, and directors and officers of IVC Europe will own 1.4% of the Pubco Ordinary Shares immediately after the completion of the Proposed Transactions.

Under the Business Combination Agreement, the consummation of the Business Combination and the Proposed Transactions is subject to a number of conditions, including, but not limited to: (i) obtaining the approval of shareholders of IVC Europe at an extraordinary general meeting called for the approval of such matters; (ii) no governmental authority having enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then effect and that makes the Proposed Transactions illegal or that otherwise prevents or prohibits consummation of the Proposed Transactions; (iii) this proxy statement/prospectus having become effective, no stop order having been issued by the U.S. Securities and Exchange Commission (the “SEC”) that remains in effect with respect to this proxy statement/prospectus, and no proceeding seeking such a stop order having been threatened or initiated by the SEC that remains pending; and (iv) the Pubco Ordinary Shares and the Pubco Warrants having been approved for listing on the Nasdaq Stock Market (“Nasdaq”), subject to official notice thereof. If any of the conditions to IVC Europe’s, Pubco’s or OpSec’s obligation to consummate the Business Combination or any of the Proposed Transactions is not satisfied, then the parties to the Business Combination Agreement will not be required to consummate the Business Combination or the Proposed Transactions.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of IVC Europe scheduled to be held on                 , 2024.

IVC Europe Public Units, IVC Europe Class A Ordinary Shares and IVC Europe Public Warrants are currently listed on Nasdaq under the symbols “IVCBU,” “IVCB” and “IVCBW,” respectively. Pubco has applied for listing, to be effective at the time of the consummation of the Business Combination, of its Pubco Ordinary Shares and Pubco Warrants on Nasdaq under the symbols “OPSC” and “OPSCW,” respectively. Pubco will not have units traded following consummation of the Business Combination.

Each of IVC Europe and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

Pubco is a “foreign private issuer,” as defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Pubco’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Pubco will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

This proxy statement/prospectus provides you with detailed information about the Proposed Transactions and other matters to be considered at the extraordinary general meeting of IVC Europe. Whether or not you plan to attend the extraordinary general meeting, all shareholders of IVC Europe are urged to read this entire document, including the Annexes, the accompanying financial statements of IVC Europe and OpSec and the documents incorporated by reference carefully.

Given that the existence of financial and personal interests of IVC Europe’s directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of IVC Europe and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposed Transactions,


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the IVC Europe Board determined that it was in the best interests of the IVC Europe Public Shareholders to establish an independent special committee (the “Special Committee”) to evaluate the Proposed Transactions. The Proposed Transactions are related-party transactions. OpSec is currently a portfolio company managed by ITSF, an affiliate of Investcorp Holdings B.S.C.(c), which also indirectly owns the Sponsor. After the Business Combination, ITSF will continue to hold a controlling economic and voting interest in OpSec. See the sections titled “Proposal No. 1 — The Business Combination Proposal — Interests of IVC Europe’s Directors and Officers in the Business Combination” and “Certain Relationships and Related-Party Transactions — OpSec Relationships and Related-Party Transactions in the accompanying proxy statement/prospectus.

You should also carefully consider the risk factors described in the section titled “Risk  Factors” beginning on page 59 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the transactions described in this proxy statement/prospectus, passed upon the merits or fairness of the transactions described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus is dated                 , 2024, and is first being mailed to shareholders of IVC Europe on or about                 , 2024.


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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus; and, if given or made, such information or representation must not be relied upon as having been authorized by IVC Europe, OpSec or Pubco. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of IVC Europe, OpSec or Pubco since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


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INVESTCORP EUROPE ACQUISITION CORP I

Century Yard, Cricket Square

Elgin Avenue

P.O. Box 1111, George Town

Grand Cayman, Cayman Islands

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

INVESTCORP EUROPE ACQUISITION CORP I

TO BE HELD ON                 , 2024

TO THE SHAREHOLDERS OF INVESTCORP EUROPE ACQUISITION CORP I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company (“IVC Europe”), will be held at 10:00 a.m. New York time on                , 2024, virtually via live webcast and at the offices of Shearman & Sterling LLP, located at 800 Capitol Street, Suite 2200, Houston, Texas 77002. Shareholders of IVC Europe or their proxyholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting                 and entering their control number assigned by Continental Stock Transfer & Trust Company (“Continental”). For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of IVC Europe, the physical location of the meeting shall be at the offices of Shearman & Sterling LLP at 800 Capitol Street, Suite 2200, Houston, Texas 77002. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

   

The Business Combination Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the Business Combination Agreement, dated as of April 25, 2023 and amended on December 14, 2023 (as amended, the “Business Combination Agreement”), by and among IVC Europe, OpSec Holdings, a Cayman Islands exempted company incorporated with limited liability (“Pubco”), Opal Merger Sub I, a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of Pubco (“Merger Sub I”), Opal Merger Sub II, a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of Pubco (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“OpSec”), Orca Midco Limited, a private limited company incorporated under the laws of England and Wales (“Orca Midco”), Orca Bidco Limited, a private limited company incorporated under the laws of England and Wales and a subsidiary of OpSec (“Orca Bidco”), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership (“ITSF”), and Mill Reef Capital Fund ScS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg (“Mill Reef”, and together with ITSF, the “OpSec Shareholders”), which proposal shall include approval of each of the following:

 

   

the contribution to Pubco by the OpSec Shareholders of all the issued and outstanding ordinary shares of OpSec, par value £1.00 (“OpSec Ordinary Shares”) in exchange for (i) ordinary shares of Pubco, par value $0.0001 (“Pubco Ordinary Shares”); and (ii) an aggregate amount in cash equal to $10.0 million (collectively, the “Share Contribution”)

 

   

the merger of OpSec with and into Merger Sub I, as a result of which the separate corporate existence of OpSec will cease and Merger Sub I will continue as the surviving company (the “First Merger”)

 

   

the merger of IVC Europe with and into Merger Sub II (the “Second Merger”), as a result of which, at the Second Merger Effective Time (the “Second Merger Effective Time”): (i) the separate corporate existence of Merger Sub II will cease and IVC Europe will continue as the surviving company; (ii) the issued and outstanding public units of IVC Europe (“IVC Europe Public Units”) will be automatically detached, and the holder thereof will be deemed to hold one Class A ordinary share of IVC Europe, par value $0.0001 (“IVC Europe Class A Ordinary Share”) and one-half of a warrant of IVC Europe (“IVC Europe Warrants”); (iii) the issued and


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outstanding IVC Europe A Ordinary Shares shall be exchanged for Pubco Ordinary Shares; (iv) the issued and outstanding Class B ordinary shares of IVC Europe, par value $0.0001 (“IVC Europe Class B Ordinary Shares,” together with the IVC Europe Class A Ordinary Shares, the “IVC Europe Ordinary Shares”) immediately prior to the effective time of the Second Merger shall be sold and transferred to Pubco in exchange for Pubco Ordinary Shares; and (v) the IVC Europe Warrants outstanding immediately prior to the effective time of the Second Merger shall cease to represent a right to acquire the number of IVC Europe Class A Ordinary Shares set forth in such IVC Europe Warrants and will instead be assumed by Pubco and automatically converted into warrants issued by Pubco (the “Pubco Warrants”) to acquire an equal number of Pubco Ordinary Shares

 

   

the form of the amended and restated memorandum and articles of association of IVC Europe (the “IVC Europe Articles”)

 

   

the form of the amended and restated memorandum and articles of association of Pubco (the “Pubco Articles”)

 

   

the other transactions contemplated by the Business Combination Agreement (together with the First Merger, the Second Merger and the Share Contribution, the “Proposed Transactions”).

A copy of the Business Combination Agreement and a copy of the Pubco Articles are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively — we refer to this proposal as the “Business Combination Proposal;”

 

   

The Merger Proposal: to consider and vote upon, as a special resolution, a proposal to approve and authorize the Plan of Merger (the “Plan of Merger”) (made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced and attached to the accompanying proxy statement/prospectus as Annex C) and to authorize the merger of IVC Europe with Merger Sub II — we refer to this proposal as the “Merger Proposal;” and

 

   

The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates: (i) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote; and (ii) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to shareholders of IVC Europe or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient IVC Europe Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting — we refer to this proposal as the “Adjournment Proposal.”

Notwithstanding the order in which the proposals are set out herein, the board of directors of IVC Europe (the “IVC Europe Board”) may put the above proposals in such order as it may determine at the extraordinary general meeting.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of IVC Europe Ordinary Shares at the close of business on                 , 2024 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments of the extraordinary general meeting.

After careful consideration of all information available and the factors presented to and considered by the IVC Europe Board and based on the unanimous recommendation of the Special Committee, the IVC Europe Board has determined that the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are advisable and in the commercial interests of IVC Europe and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the IVC Europe


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Board’s recommendation of these proposals, you should keep in mind that the Initial IVC Europe Shareholders and IVC Europe’s directors and officers have interests in the Proposed Transactions that may conflict with your interests as a shareholder. See the section titled “Proposal No. 1  The Business Combination Proposal  Interests of IVC Europe’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus.

The Proposed Transactions will be consummated only with the affirmative vote of a majority of the holders of the outstanding IVC Europe Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting in favor of the Business Combination Proposal and with the affirmative vote of a majority of at least two-thirds of such holders of IVC Europe Ordinary Shares as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting in favor of the Merger Proposal. If the Business Combination Proposal and the Merger Proposal are approved, the Adjournment Proposal will not be presented to shareholders for a vote.

All shareholders of IVC Europe are cordially invited to attend the extraordinary general meeting. To ensure your representation at the meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of IVC Europe Ordinary Shares, you may also cast your vote at the meeting in person. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker, bank or other nominee on how to vote your shares and such votes must be cast at the in-person meeting by the broker or by proxy in order to be counted in the quorum and for your votes to be counted for or against the resolution being voted on or as an abstention. Alternatively, if you wish to attend and vote at the meeting, you will need to obtain a proxy from your broker, bank or other nominee.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting or not, please sign, date and return the enclosed proxy card promptly in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination, the Proposed Transactions and each of the proposals to be considered at the extraordinary general meeting of IVC Europe. Whether or not you plan to attend the extraordinary general meeting, all shareholders of IVC Europe are urged to read the accompanying proxy statement/prospectus, including the annexes, the accompanying financial statements of IVC Europe and OpSec and the documents incorporated by reference carefully. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 51 of the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, at (800) 662-5200; banks and brokers may call (203) 658-9400.

On behalf of the IVC Europe Board, I thank you for your support and look forward to the successful completion of the Proposed Transactions.

 

By Order of the Board of Directors

 

Hazem Ben-Gacem
Chairman

IF YOU RETURN YOUR PROXY CARD(S) WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE COUNTED AS AN ABSTENTION FROM VOTING ON EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT THAT


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IVC EUROPE REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. NEW YORK TIME ON                , 2024 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (i) (A) CHECKING THE BOX ON THE PROXY CARD, OR (B) DELIVERING A REDEMPTION NOTICE TO IVC EUROPE’S TRANSFER AGENT AND (ii) TENDERING YOUR SHARES TO IVC EUROPE’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARE CERTIFICATE AND REDEMPTION NOTICE ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN “STREET NAME”, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION TITLED “EXTRAORDINARY GENERAL MEETING OF IVC EUROPE SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.


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     Page  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

FINANCIAL STATEMENT PRESENTATION

     1  

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

     3  

INDUSTRY AND MARKET DATA

     3  

QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS

     10  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     28  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     53  

RISK FACTORS

     59  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     110  

THE EXTRAORDINARY GENERAL MEETING OF IVC EUROPE SHAREHOLDERS

     112  

PROPOSAL NO.1 — THE BUSINESS COMBINATION PROPOSAL

     121  

PROPOSAL NO.2 — THE MERGER PROPOSAL

     191  

PROPOSAL NO.3 — THE ADJOURNMENT PROPOSAL

     192  

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

     193  

PRO FORMA COMBINED COMPARATIVE SHARE INFORMATION

     210  

INFORMATION RELATED TO PUBCO

     212  

INFORMATION RELATED TO IVC EUROPE

     213  

IVC EUROPE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     229  

OPSEC’S BUSINESS

     239  

OPSEC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     260  

ZACCO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     282  

MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

     295  

SUBSIDARIES OF OPSEC

     302  

EXECUTIVE COMPENSATION

     305  

BENEFICIAL OWNERSHIP OF SECURITIES

     312  

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

     315  

DESCRIPTION OF PUBCO SECURITIES

     318  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     336  

APPRAISAL RIGHTS

     343  

FUTURE SHAREHOLDER PROPOSALS

     344  

OTHER SHAREHOLDER COMMUNICATIONS

     344  

EXPERTS

     345  

LEGAL MATTERS

     345  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     345  

WHERE YOU CAN FIND MORE INFORMATION

     346  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEXES

  

ANNEX A — BUSINESS COMBINATION AGREEMENT

     A-1  

ANNEX B —  FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PUBCO

     B-1  

ANNEX C — FORM OF PLAN OF MERGER

     C-1  

ANNEX D — FAIRNESS OPINION OF KROLL

     D-1  

ANNEX E — FORM OF PUBCO WARRANT AGREEMENT

     E-1  

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco, constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to the Pubco Ordinary Shares to be issued to shareholders of IVC Europe, the Pubco Warrants to purchase Pubco Ordinary Shares to be issued to holders of IVC Europe Warrants and the Pubco Ordinary Shares underlying such Pubco Warrants, in connection with the Proposed Transactions. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the extraordinary general meeting of IVC Europe at which shareholders of IVC Europe will be asked to consider and vote upon the Business Combination Proposal, among other matters and proposals.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning IVC Europe, free of charge, by written request to IVC Europe at Paget-Brown Financial Services Limited, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands.

In order for shareholders of IVC Europe to receive timely delivery of the documents in advance of the Extraordinary General Meeting, you must request the information no later than                , 2024, or five business days prior to the date of the Extraordinary General Meeting.

FINANCIAL STATEMENT PRESENTATION

Pubco

OpSec Holdings was incorporated on April 20, 2023 for the purpose of effectuating the Proposed Transactions. Pubco has no material asset and does not operate any business. Accordingly, no historical financial statements of Pubco have been included in this proxy statement/prospectus. Following the Proposed Transactions, Pubco will qualify as a “foreign private issuer” as defined under Rule 405 under the Securities Act and will prepare its financial statements denominated in U.S. dollars and in accordance with IFRS, as adopted by the International Accounting Standards Board. Accordingly, the unaudited pro forma condensed combined financial information presented in this proxy statement/prospectus has been prepared in accordance with IFRS with its presentation currency of U.S. dollars.

IVC Europe

Investcorp Europe Acquisition Corp I (“IVC Europe”) is a Cayman Islands exempted company incorporated on March 22, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. IVC Europe will become a wholly owned subsidiary of Pubco upon the consummation of the Business Combination.

The historical financial statements of IVC Europe included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP with its presentation currency of U.S. dollars.

 

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OpSec

Orca Holdings Limited (“OpSec”) is a Cayman Islands exempted company incorporated on January 14, 2010. OpSec will become a wholly owned subsidiary of Pubco (after merging with and into Merger Sub I) upon the consummation of the Business Combination.

The historical financial statements of OpSec included in this proxy statement/prospectus have been prepared in accordance with IFRS as issued by IASB with its presentation currency of U.S. dollars.

Zacco Acquisition

On April 17, 2023, OpSec consummated its acquisition of Zacco A/S, a Danish company. The historical financial statements of Zacco included in this proxy statement/prospectus have been prepared in accordance with IFRS as issued by IASB with its presentation currency of Danish krone.

Rounding and Negative Amounts

Certain figures in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them.

 

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IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

OpSec’s financial statements included in this proxy statement/prospectus are prepared in accordance with IFRS as issued by the International Accounting Standards Board. OpSec’s interim financial statements will be prepared in accordance with “IAS 34: International Financial Reporting” as issued by the International Accounting Standards Board. OpSec may refer in various places within this proxy statement/prospectus to non-IFRS financial measures. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for OpSec’s consolidated financial results prepared in accordance with IFRS.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains estimates, projections and other information concerning OpSec’s industry, including market size and growth of the market in which it participates, that are based on industry publications and reports and forecasts prepared by OpSec’s management. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports.

Certain estimates of market opportunity, including internal estimates of the addressable market for OpSec and forecasts of market growth included in this proxy statement/prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The estimates and forecasts in this proxy statement/prospectus relating to the size of OpSec’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market that OpSec estimates may not materialize for many years, if ever; and, even if the markets in which it competes meet the size estimates in this proxy statement/prospectus, OpSec’s business could fail to address or compete in such markets successfully, if at all. Unless otherwise stated, OpSec obtained industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section titled “Risk Factors” in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. See the section titled “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement/prospectus.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus includes trademarks, trade names and service marks, certain of which belong to OpSec and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

SELECTED DEFINITIONS

In this proxy statement/prospectus, unless otherwise stated or unless context otherwise requires:

Adjournment Proposal” means a proposal to adjourn the Extraordinary General Meeting to a later date or dates, to the extent reasonable, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Merger Proposal.

Ancillary Documents” means each agreement, instrument or document including the OpSec Shareholders Lock-Up Agreement, the First Plan of Merger (as defined in the Business Combination Agreement), the Plan of Merger, the New Registration Rights Agreement, the Backstop Agreement, the Sponsor Support Agreement, the Subscription Agreements, the Insider Letter Agreement, and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement.

Backstop Agreement” means that certain backstop agreement, dated as of April 25, 2023, by and among the Sponsor, IVC Europe, OpSec, and Pubco.

broker non-vote” means the failure of an IVC Europe shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

Business Combination” means the Mergers, the Share Cancellation, the Share Contribution and the other transactions contemplated by the Business Combination Agreement and the transactions contemplated by the Ancillary Documents.

Business Combination Agreement” means that certain business combination agreement, dated as of April 25, 2023, as amended on December 14, 2023, by and among IVC Europe, Merger Sub I, Merger Sub II, Pubco, OpSec, Orca Midco, Orca Bidco and the OpSec Shareholders, and attached as Annex A to this proxy statement/ prospectus.

Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement, and the transactions contemplated thereby, including the Proposed Transactions.

Closing” means the closing of the Proposed Transactions.

Code” means the U.S. Internal Revenue Code of 1986, as amended.

Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

 

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DTC” means the Depository Trust Company.

Extraordinary General Meeting” means the extraordinary general meeting of IVC Europe to be called and held for the purpose of soliciting the vote of shareholders of IVC Europe in favor of resolutions approving the Business Combination, among other proposals.

First Merger” means the merger of OpSec with and into Merger Sub I, with Merger Sub I continuing as the surviving entity.

Grant Thornton” means Grant Thornton UK LLP, OpSec’s independent registered public accounting firm.

IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

Initial IVC Europe Shareholders” means the holders of the IVC Europe Class B Ordinary Shares, including certain directors and officers who received 1,287,917 IVC Europe Class B Ordinary Shares from the Sponsor.

Insider Letter Agreement” means that certain letter agreement, dated as of December 14, 2021, as amended on April 25, 2023 and December 11, 2023, by and among IVC Europe and the Initial IVC Europe Shareholders.

Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement or the Closing.

IRS” means the U.S. Internal Revenue Service.

ITSF” means Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership.

IVC Europe” means Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company.

IVC Europe Articles” means the amended and restated memorandum and articles of association of IVC Europe.

IVC Europe Board” means the board of directors of IVC Europe.

IVC Europe Class A Ordinary Shares” means Class A ordinary shares of IVC Europe, par value $0.0001, issued as part of the IVC Europe Public Units sold in the IVC Europe IPO.

IVC Europe Class B Ordinary Shares” means Class B ordinary shares of IVC Europe, par value $0.0001, purchased by the Sponsor in a private placement prior to the IVC Europe IPO.

IVC Europe IPO” means the initial public offering of Units of IVC Europe, which was consummated on December 17, 2021.

IVC Europe Ordinary Shares” means the IVC Europe Class A Ordinary Shares and the IVC Europe Class B Ordinary Shares, collectively.

IVC Europe Private Placement Warrants” means the warrants sold by IVC Europe privately to the Sponsor simultaneously with the consummation of the IVC Europe IPO.

IVC Europe Public Shareholders” means the holders of IVC Europe Class A Ordinary Shares.

IVC Europe Public Units” means public units of IVC Europe, each representing one IVC Europe Class A Ordinary Shares and one-half of an IVC Europe Warrant.

 

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IVC Europe Public Warrants” means the warrants included in the IVC Europe Public Units sold in the IVC Europe IPO, each of which is exercisable for one IVC Europe Ordinary Share, in accordance with its terms.

IVC Europe Securities” means IVC Europe Ordinary Shares and IVC Europe Warrants, collectively.

IVC Europe Warrants” means the IVC Europe Private Placement Warrants and the IVC Europe Public Warrants.

JOBS Act” means the Jumpstart Our Business Startups Act.

Merger Closing” means the closing of the Mergers.

Merger Proposal” means a proposal to approve the Second Merger.

Mergers” means the First Merger, the Second Merger and the Share Contribution.

Merger Sub I” means Opal Merger Sub I, a Cayman Islands exempted company.

Merger Sub II” means Opal Merger Sub II, a Cayman Islands exempted company.

New Registration Rights Agreement” means the registration rights agreement to be entered into by Pubco, the Sponsor, and the OpSec Shareholders at the Closing in connection with the Proposed Transactions.

OpSec” means Orca Holdings Limited, a Cayman Islands exempted company.

OpSec Earnout Shares” means 1,277,550 Pubco Ordinary Shares to be placed in escrow pursuant to an escrow agreement to be mutually agreed upon, by and among the OpSec Shareholders, Pubco, Morrow Sodali LLC and a mutually agreed upon escrow agent.

OpSec Group” means Orca Holdings Limited and its subsidiaries.

OpSec Options” means the options granted to certain employees and directors of the OpSec Group to purchase ordinary shares of Orca Bidco, some of which will be converted into Pubco Options following the closing of the Share Contribution.

OpSec Option Holders” means certain employees and directors of the OpSec Group who hold the OpSec Options and who will, except as otherwise described in this proxy statement/prospectus, become holders of the Pubco Options following the consummation of the Proposed Transactions.

OpSec Ordinary Shares” means the ordinary shares of OpSec, par value £1.00.

OpSec Shareholders” means the shareholders of OpSec named as a party to the Business Combination Agreement.

OpSec Shareholders Lock-Up Agreements” means the lock-up agreements to be entered into by the OpSec Shareholders at the Closing in connection with the Proposed Transactions.

ordinary resolution” means an ordinary resolution under Cayman Islands law and the IVC Europe Articles, being a resolution passed by the affirmative vote of the holders of a simple majority of the IVC Europe Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

 

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Outside Date” means June 17, 2024, or such other date as determined in accordance with the terms of the Business Combination Agreement.

PCAOB” means the Public Company Accounting Oversight Board.

Person” means an individual, company, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

PFIC” means passive foreign investment company.

Plan of Merger” means the Agreement and Plan of Merger by and between IVC Europe and Merger Sub II.

Proposed Transactions” means the Mergers, the Share Cancellation, the Share Contribution and the other transactions contemplated by the Business Combination Agreement and the transactions contemplated by the Ancillary Documents.

proxy statement/prospectus” means the proxy statement/prospectus included in the registration statement on Form F-4 filed with the SEC.

Pubco” means OpSec Holdings, a Cayman Islands exempted company.

Pubco Articles” means the amended and restated memorandum and articles of association of Pubco to be adopted prior to consummation of the Business Combination in the form attached as Annex B to this proxy statement/prospectus.

Pubco Incentive Plan” means the OpSec 2024 Incentive Award Plan.

Pubco Options” means the OpSec Options that are converted into options issued by Pubco to obtain Pubco Ordinary Shares.

Pubco Ordinary Shares” means the ordinary shares of Pubco, par value $0.0001.

Pubco Securities” means Pubco Ordinary Shares and Pubco Warrants, collectively.

Pubco Warrant Agreement” means the warrant agreement governing Pubco’s outstanding warrants, to be adopted prior to the consummation of the Business Combination in the form attached as Annex E to this proxy statement/prospectus.

Pubco Warrants” means warrants of Pubco, each of which is exercisable for one (1) Pubco Ordinary Share on substantially the same terms and conditions described in the prospectus that was declared effective on December 14, 2021 in connection with the IVC Europe IPO with respect to the IVC Europe Public Warrants.

Record Date” means                 , 2024.

Redemption” means the right of the holders of IVC Europe Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

Registration Rights Agreement” means the registration rights agreement dated December 14, 2021, entered into by IVC Europe, the Sponsor and certain other security holders named therein.

 

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Second Merger” means the merger of IVC Europe with and into Merger Sub II, with IVC Europe continuing as the surviving entity.

Second Merger Effective Time” means the effective time of the Second Merger.

Share Cancellation” means the surrender for no consideration and immediate cancellation of, prior to the Share Contribution, but subject to the consummation of the Second Merger, 2,555,100 IVC Europe Class B Ordinary Shares held by certain Initial IVC Europe Shareholders as of immediately prior to the Share Contribution, pursuant to the Sponsor Support Agreement.

Share Contribution” means the acquisition by Pubco all of the issued share capital of OpSec in consideration for the issue to the OpSec Shareholders of Pubco Ordinary Shares, such that OpSec will be a direct wholly owned subsidiary of Pubco after merging with and into Merger Sub I.

Share Contribution Closing” means the closing of the Share Contribution.

Share Contribution Closing Date” means the date of the Share Contribution Closing.

Special Committee” means a special committee of IVC Europe’s independent directors, Adah Almutairi, Pam Jackson and Laurence Ponchaut, established to evaluate the terms of the Business Combination and to recommend to the IVC Europe Board whether to pursue the Business Combination.

special resolution” means a special resolution under Cayman Islands law and the IVC Europe Articles, being a resolution passed by the affirmative vote of the holders of at least a two-thirds (2/3) majority of the IVC Europe Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Sponsor” means Europe Acquisition Holdings Limited, a Cayman Islands exempted company.

Sponsor Commitment” means the Sponsor’s agreement to subscribe for and purchase a number of Pubco Ordinary Shares for an aggregate purchase price not to exceed $50.0 million pursuant to the terms of the Backstop Agreement.

Sponsor Earnout Shares” means the 50.0% of the Pubco Ordinary Shares held by the Initial IVC Europe Shareholders as of immediately following the Second Merger Effective Time and after giving effect to the Share Cancellation to be placed in escrow pursuant to an escrow agreement to be mutually agreed upon, by and among the Initial IVC Europe Shareholders, Pubco, Morrow Sodali LLC and a mutually agreed upon escrow agent.

Sponsor Members” means the Sponsor together with certain IVC Europe shareholders.

Sponsor Support Agreement” means that certain support agreement dated April 25, 2023, entered into by the Sponsor, IVC Europe, Pubco and certain shareholders of IVC Europe.

Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity

 

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gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

Trust Account” means the trust account that holds a portion of the proceeds of the IVC Europe IPO and the concurrent sale of the IVC Europe Private Placement Warrants, as reduced by redemptions in connection with votes to approve the extension of the date by which IVC Europe must complete its business combination to December 17, 2023 and, subsequently, June 17, 2024 at extraordinary general meetings of shareholders of IVC Europe held on March 14, 2023 and December 5, 2023.

U.S. Holder” means a beneficial owner of IVC Europe Securities or Pubco Securities, as the case may be, who or that is for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity that is treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust if (a) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (b) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Warrant Transfer” means the transfer of 2,050,000 IVC Europe Public Warrants by the Sponsor to the OpSec Shareholders immediately following the Share Contribution pursuant to the Sponsor Support Agreement.

Working Capital Loans” means the loans which have been or may be offered by the Sponsor or certain of its officers and directors and their affiliates to IVC Europe to fund working capital deficiencies.

Zacco Acquisition” means OpSec’s acquisition of Zacco, which was consummated on April 17, 2023.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including the Business Combination Proposal. The following questions and answers may not include all the information that is important to shareholders of IVC Europe. Shareholders of IVC Europe are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes of IVC Europe, OpSec and Zacco attached hereto and the other documents referred to herein, to fully understand the Business Combination. See the section titled “Where You Can Find More Information” in this proxy statement/prospectus.

 

Q.

Why am I receiving this proxy statement/prospectus?

 

A:

Shareholders of IVC Europe are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related proposals. IVC Europe, OpSec and other parties have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus and a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides that, among other things: (i) the OpSec Shareholders will contribute to Pubco all of the issued and outstanding OpSec Ordinary Shares in exchange for (a) Pubco Ordinary Shares, (b) an aggregate amount in cash equal to $10.0 million, and (c) if a share price target is met or a change of control of Pubco takes place within ten years of the Second Merger Effective Time, additional Pubco Ordinary Shares; (ii) following the Share Contribution, OpSec will merge with and into Merger Sub I, as a result of which the separate corporate existence of OpSec will cease and Merger Sub I will continue as the surviving company; and (iii) following the First Merger, IVC Europe will merge with and into Merger Sub II, as a result of which, at the Second Merger Effective Time: (a) the separate corporate existence of Merger Sub II will cease and IVC Europe will continue as the surviving company; (b) the issued and outstanding IVC Europe Public Units will be automatically detached the holder thereof will be deemed to hold one IVC Europe Class A Ordinary Share and one-half of one IVC Europe Warrant; (c) the issued and outstanding IVC Europe Class A Ordinary Shares will be exchanged for Pubco Ordinary Shares; (d) the issued and outstanding IVC Europe Class B Shares immediately prior to the Second Merger Effective Time will be sold and transferred to Pubco in exchange for Pubco Ordinary Shares; (e) the IVC Europe Warrants outstanding immediately prior to the Second Merger Effective Time will cease to represent a right to acquire the number of IVC Europe Class A Ordinary Shares set forth in such IVC Europe Warrants and will instead be assumed by Pubco and automatically converted into Pubco Warrants to purchase an equal number of Pubco Ordinary Shares. As a result of and upon consummation of the Business Combination, each of IVC Europe and Orca Holdings Limited (after merging with and into Merger Sub I) will become a wholly owned subsidiary of Pubco, and Pubco will become a new public company owned by the prior shareholders of IVC Europe and the prior shareholders of OpSec. You should read this proxy statement/prospectus and its annexes carefully and in their entirety for more information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting.

 

Q.

When and where is the Extraordinary General Meeting?

 

A.

The Extraordinary General Meeting will be held on                  , 2024, at 10:00 a.m., New York time, virtually via live webcast and at the offices of Shearman & Sterling LLP, located at 800 Capitol Street, Suite 2200, Houston, Texas 77002. Shareholders of IVC Europe will be able to attend the Extraordinary General Meeting remotely, vote and submit questions during the Extraordinary General Meeting by visiting                  and entering their control number assigned by Continental Stock Transfer & Trust Company (“Continental”).

 

Q.

What is being voted on at the Extraordinary General Meeting?

 

A.

Shareholders of IVC Europe are being asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the Proposed Transactions, including the Second Merger. See the

 

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  section titled “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Merger Proposal” in this proxy statement/prospectus.

Shareholders of IVC Europe may also be asked to consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, IVC Europe would not have been authorized to consummate the Business Combination. See the section titled “Proposal No. 3  The Adjournment Proposal” in this proxy statement/prospectus.

IVC Europe will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of IVC Europe should read the entire proxy statement/prospectus, including the annexes, the accompanying financial statements and the other documents incorporated by reference herein, carefully.

 

Q.

Why is IVC Europe proposing the Business Combination?

 

A:

IVC Europe was incorporated to effect a merger, capital share exchange, asset acquisition or other similar business combination with one or more businesses or entities.

The IVC Europe Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by IVC Europe’s management and IVC Europe’s advisors and the unanimous recommendation of the Special Committee. As a result, the IVC Europe Board concluded that a transaction with OpSec would present the most attractive opportunity to maximize value for IVC Europe’s shareholders. See the section titled “Proposal No. 1  The Business Combination Proposal — Reasons for the Approval of the Proposed Transactions” in this proxy statement/prospectus.

 

Q.

Why is IVC Europe providing shareholders with the opportunity to vote on the Business Combination?

 

A.

Under the IVC Europe Articles, IVC Europe must provide all holders of IVC Europe Class A Ordinary Shares with the opportunity to have their IVC Europe Class A Ordinary Shares redeemed upon the consummation of IVC Europe’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, IVC Europe has elected to provide its shareholders with the opportunity to have their IVC Europe Class A Ordinary Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, IVC Europe is seeking to obtain the approval of its shareholders of the Business Combination Proposal and, in connection with such vote, will allow IVC Europe Public Shareholders to effectuate redemptions of their IVC Europe Class A Ordinary Shares in connection with the closing of the Business Combination.

 

Q.

Are the proposals conditioned on one another?

 

A.

The Adjournment Proposal (if presented) is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. However, if either of the Business Combination Proposal or the Merger Proposal does not receive the requisite vote for approval, then only the Adjournment Proposal will be presented to shareholders for a vote. If the Adjournment Proposal does not pass, then IVC Europe will not consummate the Business Combination. If IVC Europe does not consummate the Business Combination and fails to complete an initial business combination by June 17, 2024 (unless the time to complete a business combination is extended pursuant to the IVC Europe Articles), IVC Europe will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to holders of IVC Europe Class A Ordinary Shares.

 

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Q.

What will happen in the Business Combination?

 

A.

At the Closing, Merger Sub II will merge with IVC Europe, with IVC Europe surviving such merger. Upon consummation of the Second Merger, IVC Europe will become a wholly owned subsidiary of Pubco, and holders of IVC Europe Securities will exchange their IVC Europe Securities outstanding at the time of the Second Merger for Pubco Securities. In particular:

 

   

Each issued and outstanding IVC Europe Class A Ordinary Share shall be exchanged for one Pubco Ordinary Share.

 

   

Each issued and outstanding IVC Europe Class B Ordinary Share shall be sold and transferred to Pubco in exchange for one Pubco Ordinary Share.

 

   

Each IVC Europe Warrant outstanding shall be converted into one Pubco Warrant.

In connection with the Share Contribution, Pubco will acquire all of the issued and outstanding OpSec Ordinary Shares in exchange for Pubco Ordinary Shares, as a result of which OpSec will become a wholly owned subsidiary of Pubco after merging with and into Merger Sub I. The cash held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. In connection with the Closing, the board of directors of Pubco (the “Pubco Board”) and shareholders of Pubco will adopt the Pubco Articles. At the Share Contribution Closing, the OpSec Shareholder Lock-Up Agreements will be entered into. At the Second Merger Closing, the New Registration Rights Agreement will be entered into, and the Registration Rights Agreement, dated as of December 14, 2021, between IVC Europe and the Sponsor will terminate.

A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. For Pubco’s organizational structure chart upon consummation of the Business Combination, see “Proposal No. 1  The Business Combination Agreement — Organizational Structure” in this proxy statement/prospectus.

 

Q.

What conditions must be satisfied to complete the Business Combination?

 

A.

There are a number of closing conditions to the Business Combination, including, but not limited to the following:

 

   

the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of shareholders of IVC Europe

 

   

no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement

 

   

the Pubco Ordinary Shares and the Pubco Warrants having been approved for listing on Nasdaq

 

   

the effectiveness of the registration statement of which this proxy statement/prospectus forms a part.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see “Proposal No. 1  The Business Combination Proposal  Business Combination Agreement and Related Agreements” in this proxy statement/prospectus.

 

Q.

What equity stake will current shareholders of IVC Europe and the OpSec Shareholders have in Pubco after the Share Contribution Closing?

 

A.

It is anticipated that, upon completion of the Proposed Transactions, assuming that no existing IVC Europe Public Shareholder exercises redemption rights, and assuming that none of the OpSec Earnout Shares or Sponsor Earnout Shares is earned and assuming that none of the Pubco Warrants is exercised (i) ITSF will own 58.2% of the Pubco Ordinary Shares; (ii) existing IVC Europe Public Shareholders will own 29.8% of the Pubco Ordinary

 

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  Shares; (iii) the Sponsor will own 6.4% of the Pubco Ordinary Shares; (iv) Mill Reef will own 2.7% of the Pubco Ordinary Shares; and (v) the directors and officers of IVC Europe will own 1.4% of the Pubco Ordinary Shares. In addition, certain members of OpSec’s management will hold Pubco Options. These relative percentages account for the redemptions that occurred at IVC Europe’s extraordinary general meetings held on March 14, 2023 and December 5, 2023 and also assume that no additional IVC Europe Securities or Pubco Securities are issued and that none of the Pubco Options have been exercised (and that no OpSec Option Holder has elected to cash out up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) as described elsewhere in this proxy statement/prospectus). If the facts are different from these assumptions, the percentage ownership retained by existing IVC Europe Public Shareholders will be different.

Assuming that all existing IVC Europe Public Shareholders exercise their redemption rights with regard to the IVC Europe Class A Ordinary Shares, and assuming that none of the OpSec Earnout Shares or Sponsor Earnout Shares is earned and that none of the Pubco Warrants is exercised: (i) ITSF will own 70.1% of the Pubco Ordinary Shares; (ii) the Sponsor will own 23.3% of the Pubco Ordinary Shares; (iii) Mill Reef will own 3.3% of the Pubco Ordinary Shares; (iv) the directors and officers of IVC Europe will own 1.7% of the Pubco Ordinary Shares; and (v) existing IVC Europe Public Shareholders will own none of the Pubco Ordinary Shares. In addition, certain members of OpSec’s management will hold Pubco Options. These relative percentages also assume that no additional IVC Europe Securities or Pubco Securities are issued, none of the Pubco Options have been exercised (and that no OpSec Option Holder has elected to cash out up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) as described elsewhere in this proxy statement/prospectus), and the Initial IVC Europe Shareholders subscribe for additional Pubco Ordinary Shares pursuant to the Backstop Agreement. If the facts are different from these assumptions, the percentage ownership retained by existing IVC Europe Public Shareholders will be different.

The following table illustrates three different redemption scenarios and assumes that the OpSec Earnout Shares and Sponsor Earnout shares have been earned and that all Pubco Warrants have been exercised: (i) no redemptions, which assumes that no existing IVC Europe Public Shareholder exercises redemption rights; (ii) 50% redemptions, which assumes that half of the existing IVC Europe Public Shareholders exercise their redemption rights; and (iii) maximum redemptions, which assumes that all existing IVC Europe Public Shareholders exercise their redemption rights:

 

     Assuming no
redemption (1)
    Assuming 50%
redemptions
    Assuming maximum
redemptions
 

Shareholders

   Ownership
in Shares
     %     Ownership
in Shares
     %     Ownership
in Shares
     %  

ITSF (2)

     25,697,061        32.5     25,697,061        33.4     25,697,061        35.5

Mill Reef (3)

     1,208,039        1.5     1,208,039        1.6     1,208,039        1.6

Sponsor (4)(5)

     21,605,650        27.4     25,249,824        32.9     26,605,650        36.7

IVC Europe Directors & Officers (6)

     1,114,250        1.4     1,114,250        1.4     1,114,250        1.5

IVC Europe Public Shareholders (7)

     28,795,295        36.5     23,022,647        30.0     17,250,000        23.8

Loan Note Shares (8)

     526,316        0.7     526,316        0.7     526,316        0.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Ordinary Shares

     78,946,611        100     76,818,137        100%       72,401,316        100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

1

Accounts for the redemptions that occurred on March 14, 2023 and December 5, 2023

2

Includes ITSF’s pro rata portion of the OpSec Earnout Shares and assumes the exercise of ITSF’s pro rata portion of the 2,050,000 IVC Europe Warrants transferred to the OpSec Shareholders by the Sponsor pursuant to the Sponsor Support Agreement.

3

Includes Mill Reef’s pro rata portion of the OpSec Earnout Shares and assumes the exercise of Mill Reef’s pro rata portion of the 2,050,000 IVC Europe Warrants transferred to the OpSec Shareholders by the Sponsor pursuant to the Sponsor Support Agreement.

4

Includes 2,477,825 Sponsor Earnout Shares. Assumes the exercise of 14,650,000 Pubco Warrants received by the Sponsor pursuant to the Proposed Transactions in exchange for the IVC Europe Private Placement Warrants. Assumes the maximum of 2,000,000 Pubco Warrants are issued to the Sponsor pursuant to the Working Capital Loans.

5

Pursuant to the Backstop Agreement, in the event the amount of funds held in the Trust Account (after giving effect to redemptions) is less than $100.0 million, the Sponsor has agreed to subscribe for up to an additional 5,000,000 Pubco Ordinary Shares. In the 50% redemption scenario, the Sponsor will subscribe for 3,644,174 Pubco Ordinary Shares at a price of $10.00 per share pursuant to the Backstop Agreement. In the maximum redemption scenario, the Sponsor will subscribe for 5,000,000 Pubco Ordinary Shares at a price of $10.00 per share pursuant to the Backstop Agreement.

 

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6

Includes 557,125 Sponsor Earnout Shares.

7.

Assumes the exercise of 17,250,000 Pubco Warrants received by holders of IVC Europe Public Warrants pursuant to the Proposed Transactions.

8.

Represents 526,316 Pubco Ordinary Shares that will be issued immediately following the First Merger in connection with loan notes issued by Opsec on December 15, 2023.

 

Q.

Who will be the officers and directors of Pubco if the Proposed Transactions are consummated?

 

A.

At the consummation of the Proposed Transactions, the directors of Pubco will be Dr. Selva Selvaratnam, Bev Dew, Michael Mauer, Pam Jackson, Gilbert Kamieniecky, Roberta Vezzoli and Federico Minoli. Dr. Selva Selvaratnam is expected to serve as chief executive officer, and Bev Dew is expected to serve as chief financial officer of Pubco. See the section titled “Management of Pubco Following the Business Combination” in this proxy statement/prospectus.

 

Q.

What happens if I sell my IVC Europe Class A Ordinary Shares before the Extraordinary General Meeting?

 

A.

The Record Date will be earlier than the date that the Proposed Transactions are expected to be consummated. If you transfer your IVC Europe Class A Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be entitled to receive any Pubco Ordinary Shares following the Merger Closing because only shareholders of IVC Europe on the date of the Merger Closing will be entitled to receive Pubco Ordinary Shares in connection with the Merger Closing.

 

Q.

How has the announcement of the Business Combination affected the trading price of the IVC Europe Public Units, IVC Europe Class A Ordinary Shares and IVC Europe Public Warrants?

 

A.

On April 25, 2023, the trading date before the public announcement of the Business Combination, the IVC Europe Public Units, IVC Europe Class A Ordinary Shares and IVC Europe Public Warrants closed at $10.52, $10.51, and $0.10, respectively. On                     , 2024, the last trading date for which a quote for the IVC Europe Public Warrants was publicly available prior to the date of this proxy statement/prospectus, the IVC Europe Public Warrants closed at $                . On                 , 2024, the trading date immediately prior to the date of this proxy statement/prospectus, the IVC Europe Public Units and IVC Europe Class A Ordinary Shares closed at $                 and $                , respectively.

 

Q.

Following the Business Combination, will IVC Europe’s securities continue to trade on a stock exchange?

 

A.

The parties anticipate that, following the Business Combination, the IVC Europe Class A Ordinary Shares and IVC Europe Public Warrants will be listed on Nasdaq under the symbols “OPSC” and “OPSCW” respectively, and IVC Europe Public Units will cease trading on Nasdaq and will be deregistered under the Exchange Act.

 

Q.

Did the IVC Europe Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A.

Yes. IVC Europe retained Duff & Phelps to provide an opinion to the Special Committee as to whether the exchange ratio provided for in the Second Merger pursuant to the Business Combination Agreement, after giving effect to the Related Transactions (as defined in the section titled “Proposal No. 1 — The Business Combination Proposal — Opinion of Duff & Phelps to the Special Committee”), was fair, from a financial point of view, to the holders of IVC Europe Class A Ordinary Shares other than the Sponsor Members and their affiliates. Duff & Phelps’ opinion was directed to the Special Committee and did not address any other

 

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  aspect or implication of the Second Merger or any other agreement, arrangement or understanding. The summary of the Duff & Phelps’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in connection with the preparation of its opinion. However, neither Duff & Phelps’ opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the IVC Europe Board, any security holder or any other person as to how to act or vote or make a decision with respect to any matter relating to the Second Merger or otherwise. See the section titled “Proposal No. 1 — The Business Combination Proposal — Opinion of Duff & Phelps” in this proxy statement/prospectus.

 

Q.

Will IVC Europe or Pubco issue additional equity securities in connection with the consummation of the Business Combination?

 

A.

In addition to the Backstop Agreement, Pubco or IVC Europe may enter into equity financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming shareholders of IVC Europe or the former equity holders of OpSec.

 

Q.

How many votes do I have at the Extraordinary General Meeting?

 

A.

Shareholders of IVC Europe are entitled to one vote on each of the proposals at the Extraordinary General Meeting for each IVC Europe Ordinary Share held of record as of                 , 2024, the Record Date. As of the close of business on the Record Date, there were                  IVC Europe Ordinary Shares outstanding, of which                were IVC Europe Class A Ordinary Shares and                were IVC Europe Class B Ordinary Shares.

 

Q.

What vote is required to approve the proposals presented at the Extraordinary General Meeting?

 

A.

The approval of the Business Combination Proposal and the Adjournment Proposal (if presented) requires an ordinary resolution, which is a resolution passed by the affirmative vote of the holders of a simple majority of the issued IVC Europe Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The approval of the Merger Proposal requires a special resolution, which is a resolution passed by the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued IVC Europe Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The Sponsor and IVC Europe’s directors and officers have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, the Sponsor and IVC Europe’s directors and officers beneficially owned an aggregate of 8,625,000 IVC Europe Ordinary Shares.

 

Q.

Do the OpSec Shareholders need to approve the Business Combination?

 

A.

The OpSec Shareholders have executed the Business Combination Agreement; therefore, no further approval of the Business Combination by the OpSec Shareholders is required.

 

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Q.

May IVC Europe, the Sponsor or IVC Europe’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

 

A.

In connection with the shareholder vote to approve the Business Combination, the Sponsor or IVC Europe’s directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Business Combination. None of the Sponsor or IVC Europe’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or IVC Europe’s directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from IVC Europe Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

 

  

None of IVC Europe, the Sponsor or IVC Europe’s directors, officers or advisors or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. The purpose of these purchases could be to increase the amount of cash available to IVC Europe for use in the Business Combination.

 

  

As of the date of this proxy statement/prospectus, no agreement with respect to the private purchase of IVC Europe Class A Ordinary Shares by the persons described above has been entered into with any such investor or holder. In the event of any such newly purchased shares (i) the Sponsor or its affiliates will purchase the IVC Europe Class A Ordinary Shares at a price no higher than the price offered through the redemption process; (ii) any such purchases by Sponsor or its affiliates will not be voted in favor of approving the Business Combination; and (iii) the Sponsor and its affiliates have waived their redemption rights to such shares. Prior to the Extraordinary General Meeting to approve the Business Combination, IVC Europe will disclose in a Form 8-K (i) the amount of public shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by the Sponsor or its affiliates; (iii) the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of shareholders who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of shareholders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and (v) the number of public shares for which IVC Europe has received redemption requests pursuant to its redemption offer. Unlike our Sponsor’s holdings currently, such newly purchased shares (if any) would not be subject to a lock-up period under the terms of the Sponsor Support Agreement.

 

Q.

What constitutes a quorum at the Extraordinary General Meeting?

 

A.

Holders of a majority of the IVC Europe Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting constitute a quorum. As of the Record Date,                  IVC Europe Ordinary Shares would be required to achieve a quorum.

 

Q.

How do the insiders of IVC Europe intend to vote on the proposals?

 

A.

IVC Europe’s Sponsor, officers and directors beneficially own and are entitled to vote an aggregate of 42.8% of the outstanding IVC Europe Ordinary Shares. These parties have agreed to vote their securities in favor of the Business Combination Proposal and the Merger Proposal. IVC Europe’s Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of any other proposal presented at the Extraordinary General Meeting.

 

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Q.

What interests do IVC Europe’s current officers and directors have in the Proposed Transactions?

 

A.

When you consider the IVC Europe Board’s recommendation of the proposals, which was based on all information available and the factors presented to and considered by the IVC Europe Board and the unanimous recommendation of the Special Committee, you should keep in mind that certain of the IVC Europe’s directors and executive officers may have interests in the Proposed Transactions that are different from, in addition to or in conflict with, yours. These interests include the following:

 

   

The Initial IVC Europe Shareholders have agreed not to redeem any IVC Europe Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination.

 

   

The Sponsor paid an aggregate of $25,000 for 8,625,000 IVC Europe Class B Ordinary Shares at $0.003 per share, which have an aggregate market value of approximately $                based on the closing price of the IVC Europe Class A Ordinary Shares of $                 on Nasdaq on                 , 2024, the Record Date. On November 3, 2021, the Sponsor sold 718,750 IVC Europe Class B Ordinary Shares to Baroness Ruby McGregor-Smith, 479,167 IVC Europe Class B Ordinary Shares to Peter McKellar, and 30,000 IVC Europe Class B Ordinary Shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, at approximately $0.12 per share. On December 17, 2021, at the IPO closing, the underwriters exercised their full over-allotment option of 4,500,000 IVC Europe Public Units, at which time each of the Initial IVC Europe Shareholders received certain additional shares to maintain 20.0% of the total IVC Europe Ordinary Shares issued and outstanding. The Sponsor, Baroness Ruby McGregor-Smith, Peter McKeller and each of Pam Jackson, Laurence Ponchaut and Adah Almutairi hold 7,079,500, 862,500, 575,000 and 36,000 IVC Europe Class B Ordinary Shares, respectively.

 

   

The Initial IVC Europe Shareholders own 8,625,000 IVC Europe Class B Ordinary Shares, which shares would become worthless if IVC Europe does not complete a business combination within the applicable time period, because the Initial IVC Europe Shareholders waived any right to redemption with respect to these shares.

 

   

The Sponsor paid an aggregate $16.7 million for its 16,700,000 of IVC Europe Private Placement Warrants (and the underlying securities), which have more advantageous terms than those of the IVC Europe Public Warrants and will expire worthless if a business combination is not consummated within the Combination Period. The IVC Europe Private Placement Warrants had an estimated aggregate market value of $                 based on the closing price of $                per IVC Europe Public Unit on Nasdaq on                 , the Record Date.

 

   

The Initial IVC Europe Shareholders are expected to hold an aggregate of approximately six percent of the outstanding Pubco Ordinary Shares upon the consummation of the Business Combination, assuming no existing IVC Europe Public Shareholder exercises redemption rights, the Pubco Options are not exercised (and that no OpSec Option Holder has elected to cash out up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) as described elsewhere in this proxy statement/prospectus) and the Sponsor’s obligation under the Backstop Agreement is not triggered.

 

   

The Sponsor has agreed to subscribe for and purchase a number of Pubco Ordinary Shares for an aggregate purchase price not to exceed $50.0 million pursuant to the terms of the Backstop Agreement.

 

   

An affiliate of the Sponsor has entered into Loans with IVC Europe in an aggregate amount of $5.5 million to fund working capital and monthly contributions to the Trust Account until the Business Combination. Up to $2.0 million of such loans is convertible into IVC Europe Private Placement Warrants at a price of $1.00 per warrant at the option of the lender. If IVC Europe does not consummate an initial business combination by the Outside Date, the loans will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. See the section titled “Information about IVC Europe — Sponsor Loans” in the proxy statement/prospectus.

 

   

The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-business combination company. Accordingly, the economic interests of the Sponsor diverge from the economic interests of the IVC Europe Public Shareholders, because the Sponsor will realize a gain on its investment from the

 

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completion of any business combination, while the IVC Europe Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share. Thus, the Sponsor and its affiliates may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating IVC Europe. See the sections titled “Risk Factors — The Proposed Transactions constitute related-party transactions. Additionally, the Initial IVC Europe Shareholders and IVC Europe’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal. Such interests include that the Sponsor, as well as IVC Europe’s executive officers and directors, will lose their entire investments in us if the Proposed Transactions are not completed.” and “Certain Relationships and Related-Party Transactions — OpSec Relationships and Related-Party Transactions” in this proxy statement/prospectus.

 

   

If the Trust Account is liquidated, including in the event IVC Europe is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify IVC Europe to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share, or such lesser per share amount as in the Trust Account on the liquidation date, by the claims of prospective target businesses with which IVC Europe has entered into an acquisition agreement or claims of any third party for services rendered or products sold to IVC Europe, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

 

   

The current directors and officers of IVC Europe will continue to be indemnified and will continue to have directors’ and officers’ liability insurance after the Business Combination.

 

   

IVC Europe’s officers and directors are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on IVC Europe’s behalf. However, if IVC Europe fails to consummate a business combination within the required time period, they will not have any claim against the Trust Account for reimbursement. Accordingly, IVC Europe will not be able to reimburse these expenses if the Proposed Transactions or another business combination, are not completed within the required time period. The Sponsor and IVC Europe’s officers and directors will lose their entire investment in IVC Europe and will not be reimbursed for fees due or out-of-pocket expenses if the Business Combination is not consummated by the Outside Date. As of the date of this proxy statement/prospectus, other than as described in this proxy statement/prospectus, there are no fees due or outstanding out-of-pocket expenses for which the Sponsor and IVC Europe’s officers and directors are awaiting reimbursement.

 

   

The New Registration Rights Agreement and OpSec Shareholder Lock-Up Agreements will be entered into by Pubco, the Sponsor, and the OpSec Shareholders.

 

   

OpSec is currently a portfolio company managed by ITSF, an affiliate of Investcorp Holdings B.S.C.(c), which also indirectly owns the Sponsor. After the Business Combination, ITSF will continue to hold a controlling economic and voting interest in OpSec.

 

   

Investcorp Funding Limited (“IFL”), an affiliate of the Sponsor, has entered into loans with OpSec in an aggregate amount of $4.7 million to enable OpSec to pay a dividend of the same amount to ITSF, which permitted ITSF to pay interest due on a credit facility between ITSF and Investec. The liability for repaying each of the loans was novated from OpSec to ITSF pursuant to certain deeds of novation, which hold that ITSF may settle the loan by directing Pubco to issue or transfer such number of Pubco Ordinary Shares that ITSF would otherwise be entitled to receive pursuant to the Business Combination Agreement to IFL as represents the value of the loans, respectively. In addition to the above loans, IFL has also entered into a loan agreement with OpSec for a principal amount of $10.0 million. The loan will be repaid by Pubco using a portion of the proceeds received by Pubco from of the Proposed Transactions. The date of repayment is to be the earlier of (i) the date of a written demand for repayment by IFL to OpSec and (ii) such other date as may be agreed between IFL and OpSec. If OpSec does not consummate an initial business combination by the Outside Date, the loans will be repaid on such date to be mutually agreed between ITSF and IFL. See the section titled “Certain Relationships and Related-Party Transactions — OpSec Relationships and Related-Party Transactions” in the proxy statement/prospectus.

 

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IVC Europe plans to designate Michael Mauer and Pam Jackson as directors of Pubco following the Business Combination.

 

   

After the consummation of the Business Combination, directors or members of IVC Europe’s management team who remain with Pubco may receive equity grants under the Pubco Incentive Plan.

 

   

Hazem Ben-Gacem, who is an officer and director of IVC Europe, has previously served on the board of Orca Bidco and indirectly through an affiliate, entered into certain investment agreements with OpSec, pursuant to which he holds a 1.33% stake in ITSF, the majority shareholder of OpSec.

 

   

Pam Jackson, who is a director of IVC Europe and will serve on the board of directors of Pubco following the completion of the Proposed Transactions, and Hazem Ben-Gacem and Peter McKellar, who are officers and directors of IVC Europe, are directors of Investcorp Capital Plc. Investcorp Capital Plc is (a) an indirect, 100% shareholder of ITV Limited, which is the general partner of Investcorp Technology Secondary Fund 2018 GP Limited Partnership, which in turn is the general partner of ITSF, (b) an indirect holder of a 1.94% interest in ITSF, and (c) under common control with the Sponsor by Investcorp Holdings B.S.C.(c). Upon consummation of the Proposed Transactions, Hazem Ben-Gacem and Peter McKellar will step down from the IVC Europe Board.

 

   

The Sponsor has an aggregate dollar amount of $20,770,450 at risk dependent on the consummation of the Proposed Transactions, which includes: (a) $25,000 for 8,625,000 IVC Europe Class B Ordinary Shares at $0.003 per share, which have an aggregate market value of approximately $             based on the closing price of the IVC Europe Class A Ordinary Shares of $             on Nasdaq on the Record Date; (b) $16.7 million for the purchase of 16,700,000 of IVC Europe Private Placement Warrants (and the underlying securities); and (c) $5.5 million in loans to IVC Europe to fund working capital and monthly contributions to the Trust Account until the Business Combination. No out-of-pocket expenses incurred by IVC Europe’s directors and officers connection with certain activities on IVC Europe’s behalf remain outstanding. On November 3, 2021, the Sponsor sold an aggregate of 1,287,917 IVC Europe Class B Ordinary Shares for $154,550, or approximately $0.12 per share, to the following individuals, respectively: (a) 718,750 IVC Europe Class B Ordinary Shares to Baroness Ruby McGregor-Smith worth approximately $86,250; (b) 479,167 IVC Europe Class B Ordinary Shares to Peter McKellar worth approximately $57,500, and 30,000 IVC Europe Class B Ordinary Shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, each worth approximately $3,600, respectively. On December 17, 2021, at the IPO closing, the underwriters exercised their full over-allotment option of 4,500,000 IVC Europe Public Units, at which time each of the Initial IVC Europe Shareholders received certain additional shares to maintain 20.0% of the total IVC Europe Ordinary Shares issued and outstanding. The Sponsor, Baroness Ruby McGregor-Smith, Peter McKeller and each of Pam Jackson, Laurence Ponchaut and Adah Almutairi hold 7,079,500, 862,500, 575,000 and 36,000 IVC Europe Class B Ordinary Shares, respectively. Additionally, the Sponsor has agreed to subscribe for and purchase a number of Pubco Ordinary Shares for an aggregate purchase price not to exceed $50.0 million pursuant to the terms of the Backstop Agreement. See the section titled Proposal No. 1 — The Business Combination Agreement Proposal — Ancillary Documents — Backstop Agreement in the proxy statement/prospectus for more information.

These interests may influence IVC Europe’s directors and executive officers in making their recommendation to vote in favor of the approval of the Business Combination Proposal.

 

Q.

What are the U.S. federal income tax consequences of the Proposed Transactions to U.S. Holders of IVC Europe Ordinary Shares and IVC Europe Warrants?

 

A.

As discussed more fully under the section titled “Proposal No. 1  The Business Combination Agreement Proposal — Material U.S. Federal Income Tax Considerations” in this proxy statement/prospectus, the Share Contribution and First Merger, together with the share for share exchange in the Second Merger and the issuance, if any, of Pubco Ordinary Shares pursuant to the Backstop Agreement, is expected to qualify

 

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  as a transfer of property to a corporation in exchange for stock under Section 351 of the Code. However, the provisions of Section 351 of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the consummation of the Business Combination that are beyond IVC Europe’s control.

Further, IVC Europe is a blank check company with no current active business as determined for purposes of the PFIC rules. Based upon the composition of its income and assets, IVC Europe believes that it was a PFIC in its 2022 taxable year and, if the Proposed Transactions occur, may be a PFIC for the current taxable year. If IVC Europe is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of IVC Europe Ordinary Shares, then any exchange by a U.S. Holder of IVC Europe Ordinary Shares for Pubco Shares pursuant to the Second Merger may be a taxable exchange notwithstanding that the Second Merger may qualify as a tax-free exchange under Section 351 of the Code, subject to certain PFIC rules and elections that a U.S. Holder may have made with respect to such holder’s IVC Europe shares.

An exchange by a U.S. Holder of IVC Europe Warrants for Pubco Warrants pursuant to the Second Merger will be a taxable exchange if the Second Merger qualifies as an exchange under Section 351 of the Code but does not also qualify as a tax-free reorganization. It is unclear whether the Second Merger will qualify as a reorganization due to both factual and legal uncertainty. Even if the Second Merger does qualify as a reorganization, the application of the PFIC rules to the IVC Europe Warrants may nonetheless cause the exchange of the IVC Europe Warrants to be taxable. See the section titled “Proposal No. 1 — The Business Combination Agreement Proposal  Material U.S. Federal Income Tax Considerations  Passive Foreign Investment Company” in this proxy statement/prospectus for a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders.

The U.S. federal income tax consequences of the business combination are discussed in more detail under the section titled “Proposal No. 1  The Business Combination Agreement Proposal  Material U.S. Federal Income Tax Considerations” in this proxy statement/prospectus. All holders of IVC Europe Ordinary Shares or IVC Europe Warrants are urged to consult their tax advisors regarding the tax consequences to them of the Proposed Transactions, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

 

Q.

I am an IVC Europe shareholder. Do I have redemption rights?

 

A.

Yes, holders of IVC Europe Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the IVC Europe Articles. As of December 17, 2023, based on funds in the Trust Account of $127.1 million (excluding interest earned, deferred underwriting fees, and dissolution expenses), this would have amounted to $11.01 per IVC Europe Class A Ordinary Share. If a holder exercises its redemption rights, then such holder will be redeeming its IVC Europe Class A Ordinary Shares for cash. Such a holder will be entitled to receive cash for its IVC Europe Class A Ordinary Shares only if it properly demands redemption and delivers its share certificates (if any) and a redemption notice (either physically or electronically) and redemption forms to IVC Europe’s transfer agent two days prior to the Extraordinary General Meeting. See the section titled “The Extraordinary General Meeting of IVC Europe Shareholders  Redemption Rights” in this proxy statement/prospectus for the procedures to be followed if you wish to redeem your shares for cash.

 

Q.

Will how I vote affect my ability to exercise redemption rights?

 

A.

No. You may exercise your redemption rights whether or not you are a holder of IVC Europe Ordinary Shares on the Record Date (so long as you are a holder at the time of exercise) or whether you are a holder and vote your IVC Europe Ordinary Shares on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain

 

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  shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

 

Q.

How do I exercise my redemption rights?

 

A.

If you are a holder of IVC Europe Class A Ordinary Shares and wish to exercise your redemption rights, you must demand that IVC Europe redeem your shares for cash no later than 5:00 p.m. New York time on                  , 2024 (two business days prior to the vote on the Business Combination Proposal) by (i) (a) checking the box on the proxy card or (b) submitting your request in writing to the SPAC Redemption Team of Continental, IVC Europe’s transfer agent, at the address listed at the end of this section and (ii) delivering your share certificates (if any) together with the redemption notices and redemption forms to IVC Europe’s transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or share certificates (if any) together with the redemption notices and redemption forms delivered electronically. If you do not submit a written request and deliver your share certificates and redemption forms as described above, your shares will not be redeemed. Holders of outstanding IVC Europe Public Units must separate the underlying IVC Europe Ordinary Shares and IVC Europe Public Warrants prior to exercising their rights with respect to IVC Europe Class A Ordinary Shares. See “If I am an IVC Europe Public Unit holder, can I exercise redemption rights with respect to my Units?” below. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption notice and redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.

Any holder of IVC Europe Class A Ordinary Shares (whether or not they are a holder on the Record Date) will be entitled to demand that such shares be redeemed for cash in an amount equal to a pro rata portion of the funds then in the Trust Account (which was $127.1 million, or $11.01 per share, as of December 17, 2023). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of existing IVC Europe Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

If you wish to exercise your redemption rights but initially do not check the box on the proxy card providing for the exercise of your redemption rights and do not send a written request to IVC Europe to exercise your redemption rights, you may request that IVC Europe send you another proxy card on which you may indicate your intended vote or your intention to exercise your redemption rights. You may make such request by contacting IVC Europe at the phone number or address listed at the end of this section.

Any request for redemption, once made by a holder of IVC Europe Class A Ordinary Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Extraordinary General Meeting. If you deliver your share certificates (if any) together with the redemption notice and redemption forms for redemption to IVC Europe’s transfer agent and later decide prior to the Extraordinary General Meeting not to elect conversion, you may request that IVC Europe’s transfer agent return the shares (physically or electronically). You may make such request by contacting IVC Europe’s transfer agent at the phone number or address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by IVC Europe prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting.

 

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No demand for redemption will be honored unless the holder’s share certificates (if any) together with the redemption notice and redemption forms have been delivered (either physically or electronically) to IVC Europe’s transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

If a holder of IVC Europe Class A Ordinary Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, IVC Europe will redeem such shares for cash in an amount equal to a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your IVC Europe Ordinary Shares for cash and will not be entitled to Pubco Ordinary Shares with respect to your IVC Europe Ordinary Shares upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of IVC Europe Class A Ordinary Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account. In such case, IVC Europe will promptly return any share certificates (if any) together with the redemption notices and redemption forms delivered by IVC Europe public holders and such holders may only share in the assets of the Trust Account upon the liquidation of IVC Europe. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.

If you are a holder of IVC Europe Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any IVC Europe Public Warrants that you may hold. Your IVC Europe Public Warrants will be exchanged for Pubco Warrants, with each warrant exercisable for one Pubco Ordinary Share at a purchase price of $11.50 upon consummation of the Business Combination.

 

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.

Subject to the PFIC rules, in the event that a U.S. Holder’s IVC Europe Ordinary Shares are redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section titled “Proposal No. 1  The Business Combination Agreement Proposal  Material U.S. Federal Income Tax Considerations,” the treatment of the redemption for U.S. federal income tax purposes will generally depend on whether the redemption qualifies as a sale of the IVC Europe Ordinary Shares under Section 302 of the Code or rather as a dividend distribution.

Generally, whether a redemption qualifies for sale treatment will depend largely on the total number of IVC Europe Ordinary Shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder as a result of owning IVC Europe Warrants) relative to all IVC Europe Ordinary Shares outstanding both before and after such redemption. The redemption of IVC Europe Ordinary Shares generally will be treated as a sale of the IVC Europe Ordinary Shares (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder; (ii) results in a “complete termination” of the U.S. Holder’s interest in IVC Europe; or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution.

Subject to the PFIC rules, if the redemption is treated as a sale of stock by a U.S. Holder under Section 302 of the Code, the U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference (if any) between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in its IVC Europe Ordinary Shares so redeemed.

If the redemption is not treated as a sale of stock under Section 302 of the Code, then a U.S. Holder will be treated as receiving a corporate distribution. Subject to the PFIC rules, a U.S. Holder generally will be required to include in gross income as a dividend an amount equal to the cash received in the redemption to the extent IVC Europe has sufficient current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If the distribution exceeds such earnings and profits, the excess generally will be applied against and reduce the U.S. Holder’s basis in its IVC Europe Ordinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such IVC

 

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Europe Ordinary Shares. Any remaining tax basis of the U.S. Holder in the redeemed IVC Europe Ordinary Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in other shares constructively owned by such U.S. Holder.

All holders of IVC Europe Ordinary Shares are urged to consult their tax advisors regarding the tax consequences to them of exercising their redemption rights.

 

Q.

If I am an IVC Europe Warrant holder, can I exercise redemption rights with respect to my IVC Europe Warrants?

 

A.

No. The holders of IVC Europe Warrants have no redemption rights with respect to such securities.

 

Q.

If I am an IVC Europe Public Unit holder, can I exercise redemption rights with respect to my Units?

 

A.

No. Holders of outstanding IVC Europe Public Units must separate the underlying IVC Europe Class A Ordinary Shares and IVC Europe Warrants prior to exercising their rights with respect to the IVC Europe Class A Ordinary Shares.

If you hold IVC Europe Public Units registered in your own name, you must deliver the share certificates, the redemption notice and redemption forms for such IVC Europe Public Units to Continental, IVC Europe’s transfer agent, with written instructions to separate such Units into IVC Europe Class A Ordinary Shares and IVC Europe Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the IVC Europe Class A Ordinary Shares from the IVC Europe Public Units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your IVC Europe Public Units, you must instruct such nominee to separate your IVC Europe Public Units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of IVC Europe Public Units to be split and the nominee holding such IVC Europe Public Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant IVC Europe Public Units and a deposit of an equal number of IVC Europe Class A Ordinary Shares and IVC Europe Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the IVC Europe Class A Ordinary Shares from the IVC Europe Public Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your IVC Europe Class A Ordinary Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

Q.

Do I have appraisal rights if I object to the proposed Business Combination?

 

A.

Neither holders of IVC Europe Public Units nor IVC Europe Warrants have appraisal rights in connection with the Business Combination under the Companies Act. Shareholders of IVC Europe are entitled to give notice to IVC Europe prior to the Extraordinary General Meeting that they wish to exercise appraisal rights in connection with the Business Combination, the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of their shares of IVC Europe if they follow the procedures set out in the Companies Act. It is IVC Europe’s view that such fair market value would equal the amount that shareholders of IVC Europe would obtain if they exercise their redemption rights as described herein. A shareholder of IVC Europe that elects to exercise appraisal rights must do so in respect of all of the shares that person holds in IVC Europe and will lose their right to exercise their redemption rights as described herein. Shareholders of IVC Europe are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Companies Act should they wish to exercise this right.

 

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Q.

Can I exercise redemption rights and appraisal rights under the Companies Act?

 

A.

No. Any shareholder of IVC Europe who elects to exercise appraisal rights (which appraisal rights are discussed in the section titled “The Extraordinary General Meeting of IVC Europe Shareholders — Appraisal Rights”) will lose their right to have their shares in IVC Europe redeemed in accordance with the IVC Europe Articles. The certainty provided by the redemption process may be preferable for shareholders of IVC Europe wishing to exchange their IVC Europe Class A Ordinary Shares for cash. This is because appraisal rights under the Companies Act may be lost or extinguished, including where IVC Europe and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on appraisal rights under Section 239 of the Companies Act, in which case any shareholder of IVC Europe who has sought to exercise dissention rights would only be entitled to receive the merger consideration contemplated by the Business Combination Agreement.

 

Q.

I am an IVC Europe Public Warrant holder. Why am I receiving this proxy statement/prospectus?

 

A.

As a holder of IVC Europe Public Warrants, your IVC Europe Public Warrants will be exchanged for Pubco Warrants, with each warrant exercisable for one Pubco Ordinary Share at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following consummation of the Business Combination. Since holders of IVC Europe Public Warrants will become holders of Pubco Warrants and may become holders of Pubco Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

 

Q.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A.

Of the net proceeds of the IVC Europe IPO (including the underwriters’ exercise of over-allotment option) and simultaneous sale of IVC Europe Private Placement Warrants, a total of $351.9 million was placed in the Trust Account immediately following the IVC Europe IPO and the exercise of the over-allotment option. On March 14, 2023, IVC Europe held an extraordinary general meeting with respect to voting on a proposal to extend the date by which IVC Europe must complete its initial business combination from March 17, 2023 to December 17, 2023; and, in connection with such vote, the holders of 15,494,333 IVC Europe Class A Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of $10.43 per share, for an aggregate redemption amount of $161.6 million. On December 5, 2023, IVC Europe held a further extraordinary general meeting to extend the date by which it must complete its initial business combination from December 17, 2023 to June 17, 2024; and, in connection with such vote, the holders of 7,460,372 IVC Europe Class A Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of $11.01 per share, for an aggregate redemption amount of $82.0 million. As of December 17, 2023, there was $127.1 million held in the Trust Account. After consummation of the Business Combination, the funds in the Trust Account will be used by IVC Europe to pay IVC Europe Public Shareholders who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and to repay any loans owed by IVC Europe to Sponsor. Any remaining funds will be paid to OpSec (or as otherwise designated in writing by OpSec to IVC Europe prior to the Closing) and used for working capital and general corporate purposes.

 

Q.

What happens if a substantial number of IVC Europe Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A.

Unlike some other blank check companies that require public shareholders to vote against a business combination in order to exercise their redemption rights, IVC Europe Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemption by public shareholders. With fewer public shares and public shareholders, the trading market for Pubco’s Ordinary Shares may be less liquid than the

 

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  market for IVC Europe Class A Ordinary Shares were prior to the Mergers, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into OpSec’s business will be reduced.

 

Q.

What happens if the Business Combination is not consummated?

 

A.

If IVC Europe does not complete the Business Combination with OpSec or another business combination by June 17, 2024 (unless the time to complete a business combination is extended pursuant to the IVC Europe Articles), IVC Europe must redeem 100.0% of the outstanding IVC Europe Class A Ordinary Shares for cash in an amount equal to a pro rata portion of the funds then in the Trust Account (excluding interest earned and dissolution expenses).

 

Q.

When do you expect the Business Combination to be completed?

 

A.

It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, which is set for              , 2024; however, such meeting could be adjourned, as described above. See the section titled “Proposal No. 1  The Business Combination Agreement   The Business Combination Agreement and Related Agreements  Closing Conditions” in this proxy statement/prospectus for a description of the conditions for the completion of the Business Combination.

 

Q.

What do I need to do now?

 

A.

IVC Europe urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, the accompanying financial statements and other documents incorporated by reference herein, and to consider how the Business Combination will affect you as a shareholder and/or holder of IVC Europe Warrants. Shareholders should then vote promptly in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q.

How do I vote?

 

A.

If you are a holder of record of IVC Europe Ordinary Shares on the Record Date, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares and such votes must be cast at the in-person meeting by the broker or by proxy or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

 

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.

As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the Merger Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

 

Q.

May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. Shareholders may send a later-dated, signed proxy card to IVC Europe at the address set forth in the section titled “Where You Can Find More Information” so that it is received by IVC Europe prior to the vote at the Extraordinary General Meeting or attend the Extraordinary General Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to IVC Europe, which must be received by IVC Europe prior to the vote at the Extraordinary General Meeting.

 

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Q.

What happens if I fail to take any action with respect to the Extraordinary General Meeting?

 

A.

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or holder of Pubco Warrants. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be an IVC Europe shareholder and/or holder of IVC Europe Warrants.

 

Q.

What should I do with my share certificates and/or warrant certificates?

 

A.

Holders of IVC Europe Warrants should not submit their warrant certificates now and those shareholders who do not elect to have their IVC Europe Class A Ordinary Shares redeemed for their pro rata share of the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to shareholders of IVC Europe regarding the exchange of their IVC Europe Ordinary Shares for Pubco Ordinary Shares. Shareholders of IVC Europe who exercise their redemption rights must deliver their share certificates, redemption notice and redemption forms to IVC Europe’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Extraordinary General Meeting.

 

Q.

What should I do if I receive more than one set of voting materials?

 

A.

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your IVC Europe Ordinary Shares.

 

Q.

Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

 

A.

The IVC Europe Board is soliciting your proxy to vote your IVC Europe Class A Ordinary Shares on all matters scheduled to come before the Extraordinary General Meeting. IVC Europe has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. IVC Europe has agreed to pay Morrow Sodali a fee of $15,000, plus disbursements. IVC Europe will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify its affiliates against certain claims, liabilities, losses damages and expenses. IVC Europe’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q.

Who can help answer my questions?

 

A.

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Shareholders may call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: IVCB.info@investor.morrowsodali.com

 

 

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You may also obtain additional information about IVC Europe from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information” in this proxy statement/prospectus. If you are a holder of IVC Europe Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates for IVC Europe Class A Ordinary Shares (if any) along with the redemption notice and redemption forms (either physically or electronically) to IVC Europe’s transfer agent at the address below prior to 5:00 p.m., New York time, on                  , 2024, at least two (2) business days prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your share certificates, redemption notice or redemption forms, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Proposed Transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.” See the section titled “Where You Can Find More Information” in this proxy statement/prospectus.

The Parties to the Proposed Transactions

Investcorp Europe Acquisition Corp I

Investcorp Europe Acquisition Corp I is a blank check company that was incorporated under the laws of the Cayman Islands as an exempted company on March 22, 2021 under the name Investcorp Asia Acquisition Corp I. On October 7, 2021, IVC Europe changed its name to Investcorp Europe Acquisition Corp I. IVC Europe was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets.

On December 17, 2021, IVC Europe consummated its IPO of 34,500,000 IVC Europe Public Units (including the full exercise of the underwriters’ option to purchase an additional 4,500,000 IVC Europe Public Units) at $10.00 per unit, generating gross proceeds of $345.0 million and incurring offering costs of $20.1 million, of which $12.1 million was for deferred underwriting fees. Simultaneously with the closing of the IVC Europe IPO, IVC Europe consummated the private placement of 16,700,000 IVC Europe Private Placement Warrants at a price of $1.00 per private placement warrant with the Sponsor, generating gross proceeds of $16.7 million. A total of $351.9 million was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The IVC Europe IPO was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-261301) that became effective on December 14, 2021.

On December 5, 2023, IVC Europe held an extraordinary general meeting to vote on the proposal to extend the date by which IVC Europe must complete its initial business combination from December 17, 2023 to June 17, 2024. As of December 17, 2023, there was $127.1 million held in the Trust Account.

After consummation of the Business Combination, the funds in the Trust Account will be used by IVC Europe to pay holders of the IVC Europe Class A Ordinary Shares that exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including fees of an aggregate of $12.1 million to certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by IVC Europe to the Sponsor or its affiliates. Any remaining funds will be paid to OpSec (or as otherwise designated in writing by OpSec) and used for working capital and general corporate purposes of Pubco and/or OpSec.

The IVC Europe Public Units, IVC Europe Class A Ordinary Shares and IVC Europe Public Warrants are listed on Nasdaq under the symbols “IVCBU,” “IVCB,” and “IVCBW,” respectively.

The mailing address of IVC Europe’s principal executive office is Paget-Brown Financial Services Limited, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman

 

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Islands. After the consummation of the Business Combination, IVC Europe will become a wholly owned subsidiary of Pubco.

Orca Holdings Limited

Orca Holdings Limited was incorporated on January 14, 2010 and is the holding company of Orca Midco Limited. Orca Holdings Limited was incorporated with limited liability under the laws of the Cayman Islands as an exempted company.

The mailing address of the principal executive office of Orca Holdings Limited is 40 Phoenix Road, Washington NE38 0AD, United Kingdom, and its telephone number is +44 (191) 417-5434.

Orca Midco Limited

Orca Midco Limited was incorporated on February 17, 2023 as the holding company of Orca Bidco Limited, the operating company of the OpSec Group. Orca Midco was incorporated as a private limited company under the laws of England and Wales. Orca Midco does not operate any business and acts as a holding company of Orca Bidco.

The address of Orca Midco’s registered office is 40 Phoenix Road, Washington NE38 0AD United Kingdom. After the consummation of the Business Combination, Orca Midco’s principal executive office will remain the same, and its telephone number will be +44 (191) 417-5434.

Orca Bidco Limited

Orca Bidco Limited was incorporated on October 12, 2015 as the operating company of the OpSec Group. Orca Bidco was incorporated as a private limited company under the laws of England and Wales. The OpSec Group is a global leader in the provision of intellectual property (IP) management and brand protection solutions.

The mailing address of Orca Bidco’s registered office is 40 Phoenix Road, Washington NE38 0AD, United Kingdom, and its telephone number is +44 (191) 417-5434.

Pubco

OpSec Holdings was incorporated on April 20, 2023 solely for the purpose of effectuating the Business Combination. Pubco was incorporated with limited liability under the laws of the Cayman Islands as an exempted company. Pubco owns no material asset and does not operate any business.

The mailing address of Pubco’s registered office is Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands. After the consummation of the Business Combination, Pubco’s principal executive office will be that of OpSec, located at 40 Phoenix Road, Washington NE38 0AD, United Kingdom, and its telephone number is +44 191 417 5434.

Merger Sub I

Merger Sub I was incorporated on April 20, 2023 solely for the purpose of effectuating the Business Combination. Merger Sub I was incorporated with limited liability under the laws of the Cayman Islands as an exempted company. Merger Sub I owns no material asset and does not operate any business.

 

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The mailing address of Merger Sub I’s registered office is Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands. After the consummation of the Business Combination, its principal executive office will be that of OpSec, located at 40 Phoenix Road, Washington NE38 0AD, United Kingdom and its telephone number is +44 (191) 417-5434.

Merger Sub II

Merger Sub II was incorporated on April 20, 2023 solely for the purpose of effectuating the Business Combination. Merger Sub II was incorporated with limited liability under the laws of the Cayman Islands as an exempted company. Merger Sub II owns no material asset and does not operate any business.

The mailing address of Merger Sub II’s registered office is Paget-Brown Financial Services Limited, Century Yard, Cricket Square, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands.

The OpSec Shareholders

The OpSec Shareholders are Investcorp Technology Secondary Fund 2018 L.P., a Cayman Islands exempted limited partnership (“ITSF”), which owns 95.51% of the outstanding equity interests of Orca Holdings Limited as of the date of this proxy statement/prospectus, and Mill Reef Capital Fund ScS, a Luxembourg société en commandite simple (“Mill Reef”), which owns 4.49% of the outstanding equity interests of Orca Holdings Limited as of the date of this proxy statement/prospectus.

Emerging Growth Company

Each of IVC Europe and Pubco is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, they are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Pubco’s securities less attractive as a result, there may be a less active trading market for Pubco’s securities and the prices of Pubco’s securities may be more volatile.

Pubco will remain an emerging growth company until the earlier of:

 

   

the last day of the fiscal year (a) following the fifth anniversary of the date on which Pubco Ordinary Shares were offered in connection with the Proposed Transactions (b) in which it has total annual gross revenues of at least $1.235 billion or (c) in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates equal to or exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter

 

   

the date on which it has issued more than $1 billion in non-convertible debt during the prior three-year period.

References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

Upon consummation of this offering, Pubco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after Pubco no longer qualifies as an emerging growth company, as long as it

 

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qualifies as a foreign private issuer under the Exchange Act, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Foreign private issuers, like emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if Pubco no longer qualifies as an emerging growth company but remains a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.

The Proposed Transactions

The Business Combination Agreement

On April 25, 2023, IVC Europe entered into the Business Combination Agreement with Pubco, Merger Sub I, Merger Sub II, OpSec, Orca Midco Limited, Orca Bidco Limited and the OpSec Shareholders.

Pursuant to the terms of the Business Combination Agreement: (i) the OpSec Shareholders will contribute to Pubco all of the issued and outstanding OpSec Ordinary Shares in exchange for (a) Pubco Ordinary Shares, (b) an aggregate amount in cash equal to $10.0 million and (c) the right to receive additional Pubco Ordinary Shares if a share price target is met or a change of control of Pubco takes place within ten years of Second Merger Effective Time; (ii) following the Share Contribution, OpSec will merge with and into Merger Sub I, as a result of which the separate corporate existence of OpSec shall cease and Merger Sub I shall continue as the surviving company; and (iii) following the First Merger, IVC Europe will merge with and into Merger Sub II, as a result of which, at the Second Merger Effective Time: (a) the separate corporate existence of Merger Sub II shall cease and IVC Europe shall continue as the surviving company; (b) at the Second Merger Effective Time, the issued and outstanding IVC Europe Public Units will be automatically detached, and the holder thereof will be deemed to hold one IVC Europe Class A Ordinary Share and one-half of an IVC Europe Warrant; (c) the issued and outstanding IVC Europe Class A Ordinary Shares shall be exchanged for Pubco Ordinary Shares; (d) the issued and outstanding IVC Europe Class B Ordinary Shares shall be sold and transferred to Pubco in exchange for Pubco Ordinary Shares; and (e) the IVC Europe Warrants outstanding shall cease to represent a right to acquire the number of IVC Europe Class A Ordinary Shares set forth in such IVC Europe Warrant and will instead be assumed by Pubco and automatically converted into Pubco Warrants to purchase an equal number of Pubco Ordinary Shares.

In addition, except as otherwise described in this proxy statement/prospectus, OpSec Options held by the OpSec Option Holders (to the extent not previously forfeited) will convert into Pubco Options of substantially equivalent value and on substantially equivalent terms and status as regards vesting, exercise, indemnities and other provisions relating to tax as the OpSec Options. The Pubco Options will otherwise continue to be subject to the same terms and conditions as applied to the OpSec Options so converted except for terms rendered inoperative by reason of the consummation of the Proposed Transactions or for any appropriate administrative or ministerial changes. Notwithstanding the foregoing, OpSec Option Holders (other than certain members of OpSec’s executive leadership team) will have an opportunity to elect that up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) instead be canceled and cashed out for an amount in cash for each OpSec Option so canceled equal to the “spread value,” if any, between $1.82 (the value of an OpSec Ordinary Share underlying the OpSec Options as implied by the transactions described in this proxy statement/

 

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prospectus) and the exercise price applicable to such OpSec Option. Eligible OpSec Option Holders must first elect to cash out their vested OpSec Options, after which (if they have not reached their maximum allowance described above), they may elect to cash out their unvested OpSec Options (in chronological order in accordance with the schedule on which such unvested OpSec Options would otherwise vest, from earliest to vest to latest to vest). The aggregate amount of such cashout, assuming that all eligible OpSec Option Holders elect to exercise their election with respect to the maximum allowance described above, is estimated to be $265,000.

The total consideration to be paid by Pubco at the Share Contribution will be (i) 23,577,550 Pubco Ordinary Shares; (ii) an aggregate amount in cash equal to $10.0 million; and (iii) the right to receive in aggregate an additional 1,277,550 OpSec Earnout Shares upon the satisfaction of either of the following conditions:

 

   

at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time, the volume-weighted average price of Pubco Ordinary Shares is greater than or equal to $12.00 over any 20 trading days within any 30 trading day period

 

   

at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time, there is a change of control of Pubco.

See the section titled “Proposal No. 1  The Business Combination Proposal  The Business Combination Agreement and Related Agreements” in this proxy statement/prospectus for a detailed discussion on calculation of the number of Pubco Ordinary Shares to be received by holders of OpSec Ordinary Shares in connection with the Business Combination.

In connection with the consummation of the Proposed Transactions, the following will occur:

 

   

Pubco will amend its memorandum and articles of association to be substantially in the form attached as Annex B to this proxy statement/prospectus.

 

   

At the Share Contribution Closing, the OpSec Shareholder Lock-Up Agreements will be entered into.

 

   

At the Second Merger Closing, the New Registration Rights Agreement will be entered into, and the registration rights agreement, dated as of December 14, 2021 between IVC Europe and the Sponsor will terminate.

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. These include, but are not limited to the following:

 

   

The Business Combination Agreement and the transactions contemplated thereby and related matters will have the approval by the requisite vote of IVC Europe Public Shareholders.

 

   

There will be no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement.

 

   

This registration statement will have been declared effective by the SEC.

 

   

The Pubco Ordinary Shares and the Pubco Warrants will have approval for listing on Nasdaq.

See the section titled “Proposal No. 1  The Business Combination Proposal  Business Combination Agreement and Related Agreements” in this proxy statement/prospectus for a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination.

 

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The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Share Contribution Closing, including, among other reasons, the following:

 

   

by mutual written consent of IVC Europe and OpSec

 

   

by either IVC Europe or OpSec if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by June 17, 2024

 

   

by either IVC Europe or OpSec if any governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable

 

   

by OpSec upon a material breach of any warranty, covenant or agreement on the part of IVC Europe set forth in the Business Combination Agreement, or if any warranty of IVC Europe becomes untrue or materially inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights

 

   

by IVC Europe upon a material breach of any warranty, covenant or agreement on the part of OpSec, Pubco or the OpSec Shareholders set forth in the Business Combination Agreement, or if any warranty of OpSec, Pubco or the OpSec Shareholders becomes untrue or inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights

 

   

by either IVC Europe or OpSec if the Extraordinary General Meeting is held and has concluded, IVC Europe’s shareholders have duly voted and the Business Combination Proposal has not been approved by IVC Europe’s shareholders

 

   

by written notice from OpSec to Pubco and IVC Europe if the IVC Europe recommendation is publicly withdrawn, modified or changed in any manner that is adverse to OpSec or the OpSec Shareholders approvals.

See the section titled “Proposal No. 1 — The Business Combination Proposal  The Business Combination Agreement and Related Agreements  Termination” in this proxy statement/prospectus.

On December 14, 2023, the Business Combination Agreement was amended by the parties thereto in order to revise the treatment of the OpSec Options in connection with the Proposed Transactions. Pursuant to the amendment, eligible OpSec Option Holders were granted the opportunity to elect that up to ten percent of their outstanding OpSec Options be canceled and cashed out, as further described elsewhere in this proxy statement/prospectus.

Ancillary Documents Related to the Business Combination Agreement

Backstop Agreement

On April 25, 2023, concurrently with the execution of the Business Combination Agreement, the Sponsor, IVC Europe, OpSec and Pubco entered into the Backstop Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, the Sponsor has committed to purchase, prior to the Second Merger Closing, Pubco Securities, in a private placement, for an aggregate purchase price not to exceed $50.0 million, to backstop certain redemptions by IVC Europe Public Shareholders should the amount of funds held in the Trust Account (after giving effect to redemptions) be less than $100.0 million.

 

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Insider Letter Agreement

On April 25, 2023, concurrently with the execution of the Business Combination Agreement, IVC Europe and the Initial IVC Europe Shareholders entered into an amendment to that certain letter agreement, dated as of December 14, 2021, by and among IVC Europe and the Initial IVC Europe Shareholders, pursuant to which, among other things, the Insider Letter Agreement was amended to reduce period of time during which the Initial IVC Europe Shareholders have agreed not to transfer their Pubco Ordinary Shares issued in respect of the exchange of their IVC Europe Class B Ordinary Shares. The Insider Letter Agreement was further amended on December 11, 2023 in connection with the amendment of the Business Combination Agreement that also occurred on December 14, 2023.

OpSec Shareholder Lock-Up Agreements

At the Share Contribution Closing, the OpSec Shareholders and Pubco shall enter into lock-up agreements, pursuant to which the OpSec Shareholders agree, subject to customary exceptions, not to transfer their Pubco Ordinary Shares during the period commencing on the date of the Share Contribution Closing and ending on the earlier of: (i) the date that is nine months after the Share Contribution Closing; and (ii) the date on which Pubco undergoes a change of control.

New Registration Rights Agreement

At the Second Merger Closing, Pubco shall enter into the New Registration Rights Agreement with the Initial IVC Europe Shareholders and the OpSec Shareholders. Pursuant to the New Registration Rights Agreement, among other things, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the OpSec Shareholders may demand at any time or from time to time that Pubco file a registration statement with the SEC to register the Pubco Securities held by the OpSec Shareholders. The New Registration Rights Agreement will also (i) provide the OpSec Shareholders with “piggy-back” registration rights, subject to certain requirements and customary conditions and (ii) terminate the registration rights agreement, dated as of December 14, 2021, between IVC Europe and the Sponsor.

Warrant Assignment, Assumption and Amendment Agreement

At or prior to the Second Merger Effective Time, IVC Europe, Pubco and Continental will enter into a warrant assignment, assumption and amendment agreement (the “Warrant Assignment, Assumption and Amendment Agreement”), which amends that certain warrant agreement, dated December 14, 2021, by and between IVC Europe and Continental (the “Warrant Agreement”), pursuant to which, among other things: (i) IVC Europe will assign to Pubco, and Pubco will assume, all of IVC Europe’s right, title and interest in and to the Warrant Agreement; and (ii) each IVC Europe Warrant shall be modified to no longer entitle the holder thereof to purchase IVC Europe Class A Ordinary Shares and instead to purchase an equal number of Pubco Ordinary Shares.

Transaction Support Letters

In connection with the Business Combination Agreement, the Sponsor Members (as defined in the Sponsor Support Agreement), Pubco and IVC Europe have entered into the Sponsor Support Agreement, pursuant to which, among other things, each has agreed to vote their respective shares at any meeting of IVC Europe:

 

   

in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby

 

   

against approval of any SPAC Acquisition Proposal (as defined in the Business Combination Agreement) or any other proposal made in opposition to or competition with consummation of the transactions contemplated by the Business Combination Agreement

 

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against any proposal that is intended to, or is reasonably likely to, result in any of the conditions to any of the parties’ obligations under the Business Combination Agreement not being satisfied

 

   

against any amendment of the IVC Europe Articles or Pubco Articles, respectively, that is not requested or expressly approved by OpSec.

In addition, the Sponsor Support Agreement provides for: (i) the cancellation for no consideration of 2,555,100 IVC Europe Ordinary Shares held by certain Sponsor Members; (ii) the transfer of 2,050,000 IVC Europe Warrants held by Sponsor to OpSec Shareholders for no consideration; and (iii) the reimbursement of IVC Europe for IVC Europe’s expenses in excess of $20.0 million on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

Pursuant to the Sponsor Support Agreement, the Sponsor Members have agreed to place 50% of the Pubco Ordinary Shares held by them as of immediately following the consummation of the Business Combination and after giving effect to the Share Cancellation in escrow pursuant to an escrow agreement to be mutually agreed upon by and among the Sponsor Members party to the Sponsor Support Agreement, Pubco, and a mutually agreed-upon escrow agent. Such Sponsor Earnout Shares will be released from escrow upon the satisfaction of either of the following conditions:

 

  (i)

if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time the volume-weighted average price of Pubco Ordinary Shares is greater than or equal to $12.00 over any 20 trading days within any 30 trading day period or

 

  (ii)

if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time there is a change of control of Pubco.

The Merger Proposal

As part of the Business Combination, shareholders of IVC Europe will vote on the merger of IVC Europe with Merger Sub II, with IVC Europe being the surviving company and all the undertaking, property and liabilities of Merger Sub II vest in IVC Europe by virtue of such merger pursuant to the Companies Act and the Plan of Merger attached as Annex C to this proxy statement/prospectus. See the section titled “Proposal No. 2The Merger Proposal” in this proxy statement/prospectus.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Extraordinary General Meeting to authorize IVC Europe to consummate the Business Combination because the Business Combination Proposal or the Merger Proposal are not approved, the IVC Europe Board may submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. See the section titled “Proposal No. 3 — The Adjournment Proposal” in this proxy statement/prospectus.

Initial IVC Europe Shareholders

As of                 , 2024, the Record Date, the Initial IVC Europe Shareholders, including the Sponsor, beneficially owned and are entitled to vote an aggregate of 8,625,000 IVC Europe Class B Ordinary Shares that were issued before the IVC Europe IPO. The Sponsor also purchased an aggregate of 16,700,000 IVC Europe Private Placement Warrants simultaneously with the closing of the IVC Europe IPO. The IVC Europe Class B Ordinary Shares currently constitute 42.8% of the outstanding IVC Europe Ordinary Shares.

In connection with the IVC Europe IPO, each of the Initial IVC Europe Shareholders agreed to vote their IVC Europe Class B Ordinary Shares, as well as any IVC Europe Ordinary Shares that may be acquired in the aftermarket, in favor of the Business Combination Proposal. The Initial IVC Europe Shareholders have also

 

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indicated that they intend to vote their shares in favor of all other proposals being presented at the Extraordinary General Meeting. The Sponsor Support Agreement, amongst other things, reaffirms this commitment. The IVC Europe Class B Ordinary Shares and the IVC Europe Class A Ordinary Shares underlying the IVC Europe Private Placement Warrants have no redemption rights in the event of a business combination and will be worthless if no business combination is effected by IVC Europe.

Date, Time and Place of the Extraordinary General Meeting of IVC Europe

The Extraordinary General Meeting will be held at 10:00 a.m., New York time, on                   , 2024, virtually via live webcast and at the offices of Shearman & Sterling LLP, 800 Capitol Street, Suite 2200, Houston, Texas 77002 to consider and vote upon the Business Combination Proposal, the Merger Proposal, and/or if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, IVC Europe is not authorized to consummate the Business Combination. As a matter of Cayman Islands law, there must be a physical location for the meeting. The Extraordinary General Meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Shareholders of IVC Europe will be able to attend the Extraordinary General Meeting remotely, vote and submit questions during the Extraordinary General Meeting by visiting https://                          and                      entering their control number assigned by Continental.

Voting Power; Record Date

Shareholders of IVC Europe will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned IVC Europe Ordinary Shares at the close of business on                 , 2024, which is the Record Date. Shareholders will have one vote on each of the proposals at the Extraordinary General Meeting for each IVC Europe Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. IVC Europe Public Warrants do not have voting rights. On the Record Date, there were                IVC Europe Ordinary Shares outstanding, of which                were IVC Europe Class A Ordinary Shares and 8,625,000 were IVC Europe Class B Ordinary Shares.

Quorum and Vote of IVC Europe Shareholders

A quorum of shareholders of IVC Europe is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if the holders of a majority of the outstanding shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The Initial IVC Europe Shareholders hold 42.8% of the outstanding IVC Europe Ordinary Shares. Such shares, as well as any IVC Europe Ordinary Shares acquired in the aftermarket by the Initial IVC Europe Shareholders, will be voted in favor of the proposals presented at the Extraordinary General Meeting. The proposals presented at the Extraordinary General Meeting will require the following votes:

 

   

Pursuant to the IVC Europe Articles, the approval of the Business Combination Proposal will require an “ordinary resolution” as a matter of Cayman Islands law.

 

   

Pursuant to the IVC Europe Articles, the approval of the Merger Proposal will require a “special resolution” as a matter of Cayman Islands law.

 

   

The approval of the Adjournment Proposal, if presented, will require an “ordinary resolution” as a matter of Cayman Islands law.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal (if presented).

 

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In addition, if the Business Combination Proposal is not approved, the other proposals (other than the Adjournment Proposal) will not be presented to the shareholders for a vote.

Notwithstanding the order in which the proposals are set out in the notice of Extraordinary General Meeting of IVC Europe, the IVC Europe Board may put the above proposals in such order as it may determine at the meeting.

Redemption Rights

The IVC Europe Articles provide that a holder of IVC Europe Class A Ordinary Shares may demand that IVC Europe redeem such shares for cash in an amount equal to a pro rata portion of funds deposited in the Trust Account. Holders of IVC Europe Class A Ordinary Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that IVC Europe redeem their shares for cash no later than 5:00 p.m. New York time on                 , 2024 (two business days prior to the vote at the Extraordinary General Meeting) by (A) (i) checking the box on the proxy card, or (ii) by submitting their request in writing to the SPAC Redemption team of Continental, whose address is listed under the section titled “Questions and Answers about the Proposed Transactions — Who can help answer my questions?” and (B) delivering their shares to IVC Europe’s transfer agent physically or electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If you do not submit a written request and deliver your share certificates, redemption notice and redemption forms as described above, your shares will not be redeemed. Holders of outstanding IVC Europe Public Units must separate the underlying IVC Europe Ordinary Shares and IVC Europe Warrants prior to exercising their rights with respect to the IVC Europe Class A Ordinary Shares. See the section titled “Questions and Answers about the Proposed Transactions — If I am an IVC Europe Public Unit holder, can I exercise redemption rights with respect to my Units?” in this proxy statement/prospectus. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, IVC Europe will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of IVC Europe. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of IVC Europe Class A Ordinary Shares properly demands Redemption, IVC Europe will redeem each IVC Europe Class A Ordinary Share for cash in an amount equal to a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of December 17, 2023, this would amount to $11.01 per share. If a holder of IVC Europe Class A Ordinary Shares exercises its redemption rights, then it will be exchanging its IVC Europe Class A Ordinary Shares for cash and will no longer own the shares. See the section titled “The Extraordinary General Meeting of IVC Europe Shareholders  Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Holders of IVC Europe Public Warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Neither holders of IVC Europe Public Units nor IVC Europe Warrants have appraisal rights in connection with the Business Combination under the Companies Act. Shareholders of IVC Europe are entitled to give notice to IVC Europe prior to the Extraordinary General Meeting that they wish to exercise appraisal rights in connection with the Business Combination, the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of such shares of IVC Europe if they follow the procedures set out in the Companies Act. It is IVC Europe’s view that such fair market value would equal the amount that shareholders of IVC Europe would obtain if they exercise their redemption rights as described herein.

 

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In essence, that procedure for shareholders of IVC Europe to exercise appraisal rights under the Companies Act is as follows:

 

   

The shareholder must give their written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for their shares if the merger or consolidation is authorized by the vote.

 

   

Within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection.

 

   

A shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of their intention to dissent, including, among other details, a demand for payment of the fair value of his shares.

 

   

Within seven days following the date of the expiration of the period set out in the second bullet above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase their or its shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount.

 

   

If the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

Shareholders of IVC Europe who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein. See the section titled “Notice of Extraordinary General Meeting of Investcorp Europe Acquisition Corp I” in this proxy statement/prospectus.

Proxy Solicitation

Proxies may be solicited by mail, telephone, on the Internet or in person. IVC Europe has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. See the section titled “The Extraordinary General Meeting of IVC Europe Shareholders  Revoking Your Proxy” in this proxy statement/prospectus for a discussion of how a shareholder may also change its vote by submitting a later-dated proxy.

Interests of IVC Europe’s Directors and Officers in the Proposed Transactions

When you consider the recommendation of the IVC Europe Board, which was based on all information available and the factors presented to and considered by the IVC Europe Board and the unanimous recommendation of the Special Committee, in favor of approval of the Business Combination Proposal, you

 

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should keep in mind that the Initial IVC Europe Shareholders, as well as IVC Europe’s directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a shareholder or holder of IVC Warrants. These interests include, among other things, the following:

 

   

The Initial IVC Europe Shareholders have agreed not to redeem any IVC Europe Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination.

 

   

The Sponsor paid an aggregate of $25,000 for 8,625,000 IVC Europe Class B Ordinary Shares at $0.003 per share, which have an aggregate market value of approximately $                based on the closing price of the IVC Europe Class A Ordinary Shares of $                 on Nasdaq on                 , 2024, the Record Date. On November 3, 2021, the Sponsor sold 718,750 IVC Europe Class B Ordinary Shares to Baroness Ruby McGregor-Smith, 479,167 IVC Europe Class B Ordinary Shares to Peter McKellar, and 30,000 IVC Europe Class B Ordinary Shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, at approximately $0.12 per share. On December 17, 2021, at the IPO closing, the underwriters exercised their full over-allotment option of 4,500,000 IVC Europe Public Units, at which time each of the Initial IVC Europe Shareholders received certain additional shares to maintain 20.0% of the total IVC Europe Ordinary Shares issued and outstanding. The Sponsor, Baroness Ruby McGregor-Smith, Peter McKeller and each of Pam Jackson, Laurence Ponchaut and Adah Almutairi hold 7,079,500, 862,500, 575,000 and 36,000 IVC Europe Class B Ordinary Shares, respectively.

 

   

The Initial IVC Europe Shareholders own 8,625,000 IVC Europe Class B Ordinary Shares, which shares would become worthless if IVC Europe does not complete a business combination within the applicable time period, because the Initial IVC Europe Shareholders waived any right to redemption with respect to these shares.

 

   

The Sponsor paid an aggregate $16.7 million for its 16,700,000 of IVC Europe Private Placement Warrants (and the underlying securities), which have more advantageous terms than those of the IVC Europe Public Warrants and will expire worthless if a business combination is not consummated within the Combination Period. The IVC Europe Private Placement Warrants had an estimated aggregate market value of $                 based on the closing price of $                per IVC Europe Public Unit on Nasdaq on                 , the Record Date.

 

   

The Initial IVC Europe Shareholders are expected to hold an aggregate of approximately six percent of the outstanding Pubco Ordinary Shares upon the consummation of the Business Combination, assuming no existing IVC Europe Public Shareholder exercises redemption rights, the Pubco Options are not exercised (and that no OpSec Option Holder has elected to cash out up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) as described elsewhere in this proxy statement/prospectus) and the Sponsor’s obligation under the Backstop Agreement is not triggered.

 

   

The Sponsor has agreed to subscribe for and purchase a number of Pubco Ordinary Shares for an aggregate purchase price not to exceed $50.0 million pursuant to the terms of the Backstop Agreement.

 

   

An affiliate of the Sponsor has entered into Loans with IVC Europe in an aggregate amount of $5.5 million to fund working capital and monthly contributions to the Trust Account until the Business Combination. Up to $2.0 million of such loans is convertible into IVC Europe Private Placement Warrants at a price of $1.00 per warrant at the option of the lender. If IVC Europe does not consummate an initial business combination by the Outside Date, the loans will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. See the section titled “Information about IVC Europe — Sponsor Loans” in the proxy statement/prospectus.

 

   

The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post-business combination company. Accordingly, the economic interests of the Sponsor diverge from the economic interests of the IVC Europe Public Shareholders, because the Sponsor will realize a gain on its investment from the

 

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completion of any business combination, while the IVC Europe Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share. Thus, the Sponsor and its affiliates may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating IVC Europe. See the sections titled “Risk Factors The Proposed Transactions constitute related-party transactions. Additionally, the Initial IVC Europe Shareholders and IVC Europe’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal. Such interests include that the Sponsor, as well as IVC Europe’s executive officers and directors, will lose their entire investments in us if the Proposed Transactions are not completed.” and “Certain Relationships and Related-Party Transactions — OpSec Relationships and Related-Party Transactions” in this proxy statement/prospectus.

 

   

If the Trust Account is liquidated, including in the event IVC Europe is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify IVC Europe to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share, or such lesser per share amount as in the Trust Account on the liquidation date, by the claims of prospective target businesses with which IVC Europe has entered into an acquisition agreement or claims of any third party for services rendered or products sold to IVC Europe, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

 

   

The current directors and officers of IVC Europe will continue to be indemnified and will continue to have directors’ and officers’ liability insurance after the Business Combination.

 

   

IVC Europe’s officers and directors are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on IVC Europe’s behalf. However, if IVC Europe fails to consummate a business combination within the required time period, they will not have any claim against the Trust Account for reimbursement. Accordingly, IVC Europe will not be able to reimburse these expenses if the Proposed Transactions or another business combination, are not completed within the required time period. The Sponsor and IVC Europe’s officers and directors will lose their entire investment in IVC Europe and will not be reimbursed for fees due or out-of-pocket expenses if the Business Combination is not consummated by the Outside Date. As of the date of this proxy statement/prospectus, other than as described in this proxy statement/prospectus, there are no fees due or outstanding out-of-pocket expenses for which the Sponsor and IVC Europe’s officers and directors are awaiting reimbursement.

 

   

The New Registration Rights Agreement and OpSec Shareholder Lock-Up Agreements will be entered into by Pubco, the Sponsor, and the OpSec Shareholders.

 

   

OpSec is currently a portfolio company managed by ITSF, an affiliate of Investcorp Holdings B.S.C.(c), which also owns the Sponsor. After the Business Combination, ITSF will continue to hold a controlling economic and voting interest in OpSec.

 

   

Investcorp Funding Limited (“IFL”), an affiliate of the Sponsor, has entered into loans with OpSec in an aggregate amount of $4.7 million to enable OpSec to pay a dividend of the same amount to ITSF, which permitted ITSF to pay interest due on a credit facility between ITSF and Investec. The liability for repaying each of the loans was novated from OpSec to ITSF pursuant to certain deeds of novation, which hold that ITSF may settle the loan by directing Pubco to issue or transfer such number of Pubco Ordinary Shares that ITSF would otherwise be entitled to receive pursuant to the Business Combination Agreement to IFL as represents the value of the loans, respectively. In addition to the above loans, IFL has also entered into a loan agreement with OpSec for a principal amount of $10.0 million. The loan will be repaid by Pubco using a portion of the proceeds received by Pubco from of the Proposed Transactions. The date of repayment is to be the earlier of (i) the date of a written demand

 

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for repayment by IFL to OpSec and (ii) such other date as may be agreed between IFL and OpSec. If OpSec does not consummate an initial business combination by the Outside Date, the loans will be repaid on such date to be mutually agreed between ITSF and IFL. See the section titled “Certain Relationships and Related-Party Transactions — OpSec Relationships and Related-Party Transactions” in the proxy statement/prospectus.

 

   

IVC Europe plans to designate Michael Mauer and Pam Jackson as directors of Pubco following the Business Combination.

 

   

After the consummation of the Business Combination, directors or members of IVC Europe’s management team who remain with Pubco may receive equity grants under the Pubco Incentive Plan.

 

   

Hazem Ben-Gacem, who is an officer and director of IVC Europe, has previously served on the board of Orca Bidco and indirectly through an affiliate, entered into certain investment agreements with OpSec, pursuant to which he holds a 1.33% stake in ITSF, the majority shareholder of OpSec.

 

   

Pam Jackson, who is a director of IVC Europe and will serve on the board of directors of Pubco following the completion of the Proposed Transactions, and Hazem Ben-Gacem and Peter McKellar, who are officers and directors of IVC Europe, are directors of Investcorp Capital Plc. Investcorp Capital Plc is (a) an indirect, 100% shareholder of ITV Limited, which is the general partner of Investcorp Technology Secondary Fund 2018 GP Limited Partnership, which in turn is the general partner of ITSF, (b) an indirect holder of a 1.94% interest in ITSF, and (c) under common control with the Sponsor by Investcorp Holdings B.S.C.(c). Upon consummation of the Proposed Transactions, Hazem Ben-Gacem and Peter McKellar will step down from the IVC Europe Board.

 

   

The Sponsor has an aggregate dollar amount of $20,770,450 at risk dependent on the consummation of the Proposed Transactions, which includes: (a) $25,000 for 8,625,000 IVC Europe Class B Ordinary Shares at $0.003 per share, which have an aggregate market value of approximately $             based on the closing price of the IVC Europe Class A Ordinary Shares of $             on Nasdaq on the Record Date; (b) $16.7 million for the purchase of 16,700,000 of IVC Europe Private Placement Warrants (and the underlying securities); and (c) $5.5 million in loans to IVC Europe to fund working capital and monthly contributions to the Trust Account until the Business Combination. No out-of-pocket expenses incurred by IVC Europe’s directors and officers connection with certain activities on IVC Europe’s behalf remain outstanding. On November 3, 2021, the Sponsor sold an aggregate of 1,287,917 IVC Europe Class B Ordinary Shares for $154,550, or approximately $0.12 per share, to the following individuals, respectively: (a) 718,750 IVC Europe Class B Ordinary Shares to Baroness Ruby McGregor-Smith worth approximately $86,250; (b) 479,167 IVC Europe Class B Ordinary Shares to Peter McKellar worth approximately $57,500, and 30,000 IVC Europe Class B Ordinary Shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, each worth approximately $3,600, respectively. On December 17, 2021, at the IPO closing, the underwriters exercised their full over-allotment option of 4,500,000 IVC Europe Public Units, at which time each of the Initial IVC Europe Shareholders received certain additional shares to maintain 20.0% of the total IVC Europe Ordinary Shares issued and outstanding. The Sponsor, Baroness Ruby McGregor-Smith, Peter McKeller and each of Pam Jackson, Laurence Ponchaut and Adah Almutairi hold 7,079,500, 862,500, 575,000 and 36,000 IVC Europe Class B Ordinary Shares, respectively. Additionally, the Sponsor has agreed to subscribe for and purchase a number of Pubco Ordinary Shares for an aggregate purchase price not to exceed $50.0 million pursuant to the terms of the Backstop Agreement. See the section titled “Proposal No. 1 — The Business Combination Agreement Proposal — Ancillary Documents — Backstop Agreement” in the proxy statement/prospectus for more information.

These interests may influence IVC Europe’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

 

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At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding IVC Europe or its securities, the Initial IVC Europe Shareholders, or the OpSec Shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire IVC Europe Ordinary Shares or vote their shares in favor of the Business Combination Proposal and the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the shareholders of IVC Europe approve the Business Combination Proposal and the Merger Proposal, when it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of the shares, including the granting of put options and the transfer to such investors or holders of IVC Europe Ordinary Shares or IVC Europe Warrants owned by the Initial IVC Europe Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on IVC Europe Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that IVC Europe will have in excess of the required amount of net assets available to consummate the Business Combination as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. IVC Europe will file a current report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal, the Merger Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Ownership of Pubco after the Proposed Transactions

We expect that, upon completion of the Proposed Transactions, assuming that no IVC Europe Public Shareholder exercises redemption rights, and assuming that none of the OpSec Earnout Shares or Sponsor Earnout Shares is earned and that none of the Pubco Warrants is exercised: (i) ITSF will own 58.2% of the Pubco Ordinary Shares; (ii) existing IVC Europe Public Shareholders will own 29.8% of the Pubco Ordinary Shares; (iii) the Sponsor will own 6.4% of the Pubco Ordinary Shares; (iv) Mill Reef will own 2.7% of the Pubco Ordinary Shares; and (v) the directors and officers of IVC Europe will own 1.4% of the Pubco Ordinary Shares. In addition, certain members of OpSec’s management will hold Pubco Options. These relative percentages account for the redemptions that occurred at IVC Europe’s extraordinary general meetings held on March 14, 2023 and December 5, 2023 and also assume that no additional IVC Europe Securities or Pubco Securities are issued and that none of the Pubco Options has been exercised (and that no OpSec Option Holder has elected to cash out up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) as described elsewhere in this proxy statement/prospectus). If the facts are different from these assumptions, the percentage ownership retained by existing IVC Europe Public Shareholders will be different.

 

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Assuming that all existing IVC Europe Public Shareholders exercise their redemption rights with regard to the IVC Europe Class A Ordinary Shares, and assuming that none of the OpSec Earnout Shares or Sponsor Earnout Shares is earned and that none of the Pubco Warrants is exercised: (i) ITSF will own 70.1% of the Pubco Ordinary Shares; (ii) the Sponsor will own 23.3% of the Pubco Ordinary Shares; (iii) Mill Reef will own 3.3% of the Pubco Ordinary Shares; (iv) the directors and officers of IVC Europe will own 1.7% of the Pubco Ordinary Shares; and (v) existing IVC Europe Public Shareholders will own none of the Pubco Ordinary Shares. In addition, certain members of OpSec’s management will hold Pubco Options. These relative percentages also assume that no additional IVC Europe Securities or Pubco Securities are issued, none of the Pubco Options has been exercised (and that no OpSec Option Holder has elected to cash out up to ten percent of their outstanding OpSec Options (to the extent not previously forfeited) as described elsewhere in this proxy statement/prospectus), and the Initial IVC Europe Shareholders subscribe for additional Pubco Ordinary Shares pursuant to the Backstop Agreement. If the facts are different from these assumptions, the percentage ownership retained by existing IVC Europe Public Shareholders will be different.

The following table illustrates three different redemption scenarios and assumes that the OpSec Earnout Shares and Sponsor Earnout shares have been earned and that all Pubco Warrants have been exercised: (i) no redemptions, which assumes that no existing IVC Europe Public Shareholder exercises redemption rights; (ii) 50% redemptions, which assumes that half of the existing IVC Europe Public Shareholders exercise their redemption rights; and (iii) maximum redemptions, which assumes that all existing IVC Europe Public Shareholders exercise their redemption rights:

 

     Assuming no
redemption(1)
    Assuming 50%
redemptions
    Assuming maximum
redemptions
 

Shareholders

   Ownership in
Shares
     %     Ownership in
Shares
     %     Ownership in
Shares
     %  

ITSF(1)

     25,697,061        32.5     25,697,061        33.4     25,697,061        35.5

Mill Reef(2)

     1,208,039        1.5     1,208,039        1.6     1,208,039        1.6

Sponsor(3)(4)

     21,605,650        27.4     25,249,824        32.9     26,605,650        36.7

IVC Europe Directors & Officers(5)

     1,114,250        1.4     1,114,250        1.4     1,114,250        1.5

IVC Europe Public Shareholders(6)

     28,795,295        36.5     23,022,647        30.0     17,250,000        23.8

Loan Note Shares(7)

     526,316        0.7     526,316        0.7     526,316        0.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Ordinary Shares

     78,946,611        100     76,818,137        100%       72,401,316        100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

1

Accounts for the redemptions that occurred on March 14, 2023 and December 5, 2023

2

Includes ITSF’s pro rata portion of the OpSec Earnout Shares and assumes the exercise of ITSF’s pro rata portion of the 2,050,000 IVC Europe Warrants transferred to the OpSec Shareholders by the Sponsor pursuant to the Sponsor Support Agreement.

3

Includes Mill Reef’s pro rata portion of the OpSec Earnout Shares and assumes the exercise of Mill Reef’s pro rata portion of the 2,050,000 IVC Europe Warrants transferred to the OpSec Shareholders by the Sponsor pursuant to the Sponsor Support Agreement.

4

Includes 2,477,825 Sponsor Earnout Shares. Assumes the exercise of 14,650,000 Pubco Warrants received by the Sponsor pursuant to the Proposed Transactions in exchange for the IVC Europe Private Placement Warrants. Assumes the maximum of 2,000,000 Pubco Warrants are issued to the Sponsor pursuant to the Working Capital Loans.

5

Pursuant to the Backstop Agreement, in the event the amount of funds held in the Trust Account (after giving effect to redemptions) is less than $100.0 million, the Sponsor has agreed to subscribe for up to an additional 5,000,000 Pubco Ordinary Shares. In the 50% redemption scenario, the Sponsor will subscribe for 3,644,174 Pubco Ordinary Shares at a price of $10.00 per share pursuant to the Backstop Agreement. In the maximum redemption scenario, the Sponsor will subscribe for 5,000,000 Pubco Ordinary Shares at a price of $10.00 per share pursuant to the Backstop Agreement.

6.

Includes 557,125 Sponsor Earnout Shares.

7.

Assumes the exercise of 17,250,000 Pubco Warrants received by holders of IVC Europe Public Warrants pursuant to the Proposed Transactions.

8.

Represents 526,316 Pubco Ordinary Shares that will be issued immediately following the First Merger in connection with loan notes issued by Opsec on December 15, 2023.

 

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Investcorp’s Ownership of Pubco Following the Proposed Transactions

OpSec is currently a portfolio company managed by ITSF. After the Business Combination, ITSF may hold a controlling economic and voting interest in Pubco, assuming that none of the OpSec Earnout Shares or Sponsor Earnout Shares is earned and that none of the Pubco Warrants is exercised. ITSF will own 22,518,918 Pubco Ordinary Shares, or 58.2% of the total amount of outstanding Pubco Ordinary Shares assuming that no IVC Europe Public Shareholders elect to redeem their shares of IVC Europe Class A Ordinary Shares in connection with the Business Combination, or 70.1% assuming that all IVC Europe Public Shareholders elect to redeem their shares of IVC Europe Class A Ordinary Shares in connection with the Business Combination. When aggregated with Mill Reef’s ownership of Pubco Ordinary Shares following the Business Combination under the same assumptions, the OpSec Shareholders will hold 60.9% in the “no redemption” scenario and 73.4% in the “maximum redemption” scenario.

Assuming that all OpSec Earnout Shares and Sponsor Earnout Shares are earned and all Pubco Warrants are exercised, including 2,000,000 Pubco Warrants issued to the Sponsor pursuant to the Working Capital Loans, and in the “maximum redemption” scenario, assuming that the Sponsor subscribes for an additional 5,000,000 Pubco Ordinary Shares pursuant to the Backstop Agreement, ITSF will own 25,697,061 Pubco Ordinary Shares, or 32.5% in the “no redemptions” scenario and 35.5% in the “maximum redemption” scenario. When aggregated with Mill Reef’s ownership of Pubco Ordinary Shares following the Business Combination under the same assumptions, the OpSec Shareholders will hold 34.1% in the “no redemption” scenario and 37.2% in the “maximum redemption” scenario.

To the extent that ITSF continues to hold a controlling economic and voting interest in the post-Business Combination entity, it will have the ability to control the outcome of matters submitted to Pubco’s shareholders for approval, including, but not limited to, the election of directors, amendments to Pubco’s organizational documents, and any merger, consolidation, or sale of all or substantially all of Pubco’s assets. Additionally, this concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of Pubco’s assets that other Pubco shareholders support, or, conversely, this concentrated control could result in the consummation of such a transaction that Pubco’s other shareholders do not support. This concentrated control could also discourage a potential investor from acquiring Pubco Ordinary Shares due to the limited voting power of such shares.

Moreover, Investcorp Holdings B.S.C.(c) is an affiliate of both ITSF and the Sponsor. Consequently, following the Business Combination, and assuming that none of the OpSec Earnout Shares or Sponsor Earnout Shares is earned and that none of the Pubco Warrants is exercised, Investcorp Holdings B.S.C.(c) will beneficially own 24,996,743 Pubco Ordinary Shares, or 64.6% of the total amount of outstanding Pubco Ordinary Shares assuming that no IVC Europe Public Shareholders elect to redeem their shares of IVC Europe Class A Ordinary Shares in connection with the Business Combination, and 29,996,743 Pubco Ordinary Shares, or 93.3% of the total amount of outstanding Pubco Ordinary Shares assuming that all IVC Europe Public Shareholders elect to redeem their shares of IVC Europe Class A Ordinary Shares in connection with the Business Combination and the Sponsor subscribes for an additional 5,000,000 Pubco Ordinary Shares pursuant to the Backstop Agreement.

Assuming that all OpSec Earnout Shares and Sponsor Earnout Shares are earned and all Pubco Warrants are exercised, including 2,000,000 Pubco Warrants issued to the Sponsor pursuant to the Working Capital Loans, and in the “maximum redemptions” scenario, assuming that the Sponsor subscribes for an additional 5,000,000 Pubco Ordinary Shares pursuant to the Backstop Agreement, Investcorp Holdings B.S.C.(c) will beneficially own 47,302,711 Pubco Ordinary Shares, or 59.9% in the “no redemption” scenario and 52,302,711 Pubco Ordinary Shares, or 72.2% in the “maximum redemption” scenario.

 

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Simplified Structure Following the Proposed Transactions

The following diagram depicts the organizational structure of IVC Europe, OpSec and Pubco after the Proposed Transactions. It assumes that none of the IVC Europe Public Shareholders redeem their IVC Europe Class A Ordinary Shares in connection with the Proposed Transactions, in which case the Initial IVC Europe Shareholders’ obligations under the Backstop Agreement would not be triggered. The relative percentages account for the redemptions that occurred at IVC Europe’s extraordinary general meetings held on March 14, 2023 and December 5, 2023.

 

 

LOGO

 

1 

Certain officers of Zacco and Dr. Selvaratnam own an aggregate of 3,794,120 Class B ordinary shares of Orca Midco. It is currently expected that these individuals will exchange their shares for Pubco Ordinary Shares on a date following April 17, 2025 (or such earlier date as may be determined by OpSec).

The percentages exclude the following:

 

   

Pubco Ordinary Shares issuable upon the exercise of 33,950,000 Pubco Warrants to be outstanding upon completion of the Proposed Transactions

 

   

Pubco Ordinary Shares issuable pursuant to the Pubco Incentive Plan

 

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Pubco Ordinary Shares underlying the Pubco Options

 

   

Sponsor Earnout Shares and OpSec Earnout Shares.

Following the Share Contribution, OpSec (Orca Holdings Limited) will merge with and into Merger Sub I, as a result of which the separate corporate existence of OpSec will cease, and Merger Sub I will continue as the surviving company. Following the First Merger, IVC Europe will merge with and into Merger Sub II, as a result of which, at the Second Merger Effective Time:

 

   

the separate corporate existence of Merger Sub II will cease and IVC Europe will continue as the surviving company

 

   

the issued and outstanding IVC Europe Public Units will be automatically detached, and the holder thereof will be deemed to hold one IVC Europe Class A Ordinary Share and one-half of an IVC Europe Warrant

 

   

the issued and outstanding IVC Europe Class A Ordinary Shares will be exchanged for Pubco Ordinary Shares

 

   

the issued and outstanding IVC Europe Class B Ordinary Shares will be sold and transferred to Pubco in exchange for Pubco Ordinary Shares, and

 

   

the outstanding IVC Europe Warrants will cease to represent a right to acquire the number of IVC Europe Class A Ordinary Shares set forth in such IVC Europe Warrants and will instead be assumed by Pubco and automatically converted into Pubco Warrants to purchase an equal number of Pubco Ordinary Shares.

As a result of and upon consummation of the Business Combination, each of IVC Europe and Orca Holdings Limited (after merging with and into Merger Sub I) will become wholly owned subsidiaries of Pubco, and Pubco will become a new public company owned by the prior shareholders of IVC Europe, the prior shareholders of OpSec and shareholders pursuant to the Backstop Agreement.

Board of Directors of Pubco Following the Proposed Transactions

At the consummation of the Proposed Transactions, the directors of Pubco will be Dr. Selva Selvaratnam, Bev Dew, Michael Mauer, Pam Jackson, Gilbert Kamieniecky, Roberta Vezzoli and Federico Minoli. Dr. Selva Selvaratnam is expected to serve as chief executive officer, and Bev Dew is expected to serve as chief financial officer of Pubco. See the section titled “Management of Pubco Following the Business Combination” of this proxy statement/prospectus.

Reasons for the Approval of the Proposed Transactions

After careful consideration, and based on all information available and the factors presented to and considered by the IVC Europe Board and the unanimous recommendation of the Special Committee, the IVC Europe Board recommends that shareholders of IVC Europe vote “FOR” each proposal being submitted to a vote of the shareholders of IVC Europe at the Extraordinary General Meeting. In considering the Proposed Transactions, the IVC Europe Board and a Special Committee of independent directors gave considerable weight to several positive factors, including, but not limited to, the following:

 

   

Operating History and Strong Management Team: The IVC Europe Board considered the OpSec Group’s forty-year operating history, which has enabled it to develop in 16 jurisdictions and build a strong management team, led by the Chief Executive Officer Dr. Selva Selvaratnam. OpSec has focused on building an experienced and senior team in the brand protection industry who have over 285 combined years of experience.

 

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Business Model and Economics: The IVC Europe Board considered OpSec’s integrated business model, demonstrated by its end-to-end product lifecycle with solutions across online and physical brand protection.

 

   

Scale and Market Share: The IVC Europe Board noted OpSec’s strength as a global leader in the provision of intellectual property management and brand protection solutions and the potential for future growth that has been further bolstered by growth in intangible and globalization of brands that requires a more expansive approach to establishing and protecting brands and intellectual property rights that have opened new markets or expanded opportunities in existing markets.

 

   

Financial Condition: The IVC Europe Board also considered factors such as OpSec’s outlook, pipeline and financial plan, as well as valuations and trading of publicly traded companies and valuations of precedent combinations and combination targets in similar and adjacent markets.

 

   

Fairness Opinion: The IVC Europe Board considered the fact that the Special Committee received the opinion from Duff & Phelps to the effect that, as of the date of the opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the exchange ratio provided for in the Second Merger pursuant to the Business Combination Agreement, after giving effect to the Related Transactions, was fair, from a financial point of view, to the holders of IVC Europe Class A Ordinary Shares other than the Initial IVC Europe Shareholders and their affiliates.

 

   

Other Alternatives: The belief of the IVC Europe Board, after a thorough review of other business combination opportunities reasonably available to IVC Europe, that the Proposed Transactions represent the best potential business combination for IVC Europe based upon the process utilized to evaluated and assess other potential acquisition targets.

 

   

Terms of the Business Combination Agreement and Related Agreements: Because the independent Special Committee had been formed to review and evaluate the Proposed Transactions and had done so with the assistance of financial and legal advisors, as well as IVC Europe management to whom it delegated authority to negotiate key terms of the Proposed Transactions on the Special Committee’s behalf, the IVC Europe Board reviewed the financial and other terms of the Business Combination Agreement and related agreements and determined that they were the product of arm’s-length negotiations among the parties despite the related-party nature of the Proposed Transactions. Additionally, the IVC Europe Board considered the potential value to IVC Europe Public Shareholders, including the transaction value, the total consideration payable to the OpSec Shareholders (including the cash consideration) and the Sponsor Earnout Shares and OpSec Earnout Shares. In addition, the IVC Europe Board considered the fact that even though the Proposed Transactions did not include a committed PIPE financing, the Sponsor’s obligations under the Backstop Agreement to backstop certain redemptions by the IVC Europe Public Shareholders, subject to and in accordance with the terms and conditions set forth therein, would guarantee at least $50.0 million of available cash to the combined company in the event there are maximum redemptions by the IVC Europe Public Shareholders and the amount of funds held in the Trust Account (after giving effect to redemptions) is less than $100.0 million. The IVC Europe Board determined that the Proposed Transactions are advisable and in the commercial interests of IVC Europe and the IVC Europe Public Shareholders.

The IVC Europe Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:

 

   

Litigation Risk: The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.

 

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Fees and Expenses Risk: The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination Agreement is consummated.

 

   

Growth Risk: The risk that OpSec expects to invest in growth for the foreseeable future, and the risk that OpSec may fail to manage that growth effectively.

 

   

Competitive Risk: The risk that OpSec currently faces competition from a number of companies and expects to face significant competition in the future as the market for intellectual property management and brand protection solutions develops.

 

   

Supplier and Manufacturer Risk: The risk that OpSec relies on a limited number of suppliers and manufacturers for its products, services and solutions.

 

   

Redemption Risk: The risk that a significant number of shareholders of IVC Europe may elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the gross proceeds to OpSec from the Business Combination, which would reduce the gross proceeds to OpSec from the Business Combination, which could affect its results of operations, as well as the fact that on March 14, 2023, in connection with the vote to extend the business combination deadline to December 17, 2023, holders of 15,494,333 out of 34,500,000 IVC Europe Class A Ordinary Shares elected to redeem their shares, and on December 5, 2023, in connection with a vote to extend the business combination deadline to June 17, 2024, holders of 7,460,372 IVC Europe Class A Ordinary Shares elected to redeem their shares, leaving 11,545,295 IVC Europe Class A Ordinary Shares remaining outstanding and a Trust Account balance of $127.1 million as of December 17, 2023.

 

   

Liquidation of IVC Europe Risk: IVC Europe may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case IVC Europe would cease all operations except for the purpose of winding up and IVC Europe would redeem the IVC Europe Class A Ordinary Shares and liquidate.

 

   

Public Company Risk: The risks that are associated with being a publicly traded company.

 

   

Shareholder Vote Risk: The risk that IVC Europe’s shareholders may fail to provide the votes necessary to approve the Business Combination.

 

   

Listing Risks: Nasdaq may not list the securities, which could limit investors’ ability to sell their securities.

 

   

Benefits Not Achieved Risk: The risk that the potential benefits of the Proposed Transactions may not be fully achieved, or may not be achieved within the expected timeframe.

 

   

Closing Conditions Risk: The fact that the consummation of the Proposed Transactions is conditioned on the satisfaction of certain closing conditions that are not within IVC Europe’s control.

 

   

Other Risks: Various other risks associated with the Proposed Transactions, the business of IVC Europe and the business of OpSec described under the section titled “Risk Factors” in this proxy statement/prospectus.

See the section titled “Proposal No. 1  The Business Combination Proposal  Reasons for the Approval of the Proposed Transactions” in this proxy statement/prospectus for more information on IVC Europe’s reasons for the approval of the Proposed Transactions and the recommendation of the IVC Europe Board.

Recommendation to Shareholders

Based on all information available and the factors presented to and considered by the IVC Europe Board and the unanimous recommendation of the Special Committee, the IVC Europe Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are advisable and in the commercial interests of IVC Europe and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, and, if presented, “FOR” the Adjournment Proposal.

 

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Opinion of Duff & Phelps

On December 3, 2022, IVC Europe retained Kroll, LLC, operating through its Duff & Phelps Opinions Practice, to provide to the Special Committee a fairness opinion in connection with the Proposed Transactions. On April 23, 2023, Duff & Phelps delivered its opinion, dated April 23, 2023 (the “Opinion”), to the Special Committee to the effect that, as of the date of the Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such Opinion, the exchange ratio provided for in the Second Merger pursuant to the Business Combination Agreement, after giving effect to the Related Transactions, was fair, from a financial point of view, to the holders of IVC Europe Class A Ordinary Shares other than the Initial IVC Europe Shareholders and their affiliates (without giving effect to any impact of the Mergers or the Related Transactions on any particular holder of IVC Europe Class A Ordinary Shares other than in its capacity as a holder of IVC Europe Class A Ordinary Shares).

The full text of the Opinion is attached as Annex D to this proxy statement/prospectus. The Opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Duff & Phelps in rendering its opinion. The summary of the Duff & Phelps’ opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Duff & Phelps in connection with the preparation of its opinion. However, neither Duff & Phelps’ opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the IVC Europe Board, any security holder or any other person as to how to act or vote or make a decision with respect to any matter relating to the Second Merger or otherwise.

In selecting Duff & Phelps, the Special Committee considered, among other things, that Duff & Phelps is a reputable investment banking firm and a global leader in providing fairness opinions to boards of directors. See the section titled “Proposal No. 1 — The Business Combination Proposal – Opinion of Duff & Phelps” in this proxy statement/prospectus.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization in accordance with IFRS as adopted by the International Accounting Standards Board. Under this method of accounting, IVC Europe will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of OpSec issuing shares at the closing of the Business Combination for the net assets of IVC Europe as of the closing date, accompanied by a recapitalization. The net assets of IVC Europe will be stated at historical cost, with no goodwill or other intangible assets recorded. This determination was primarily based on the following factors: (i) OpSec’s existing operations will comprise the ongoing operations of the combined company; (ii) OpSec’s senior management will comprise the senior management of the combined company; and (iii) the former owners and management of OpSec will have control of the Pubco Board after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company. In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of OpSec issuing shares for the net assets of IVC Europe, accompanied by a recapitalization. Any excess of fair value of shares issued over the fair value of IVC Europe’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Business Combination will be those of OpSec.

Regulatory Approvals

The Proposed Transactions are not subject to any additional U.S. federal or state regulatory requirement or approval.

 

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Upon the Merger Closing, IVC Europe and Pubco will cause the Second Merger to be consummated by filing the Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Companies Act or by any other law to make the Second Merger effective with the Registrar of Companies of the Cayman Islands. The Second Merger shall become effective when the Plan of Merger is approved by the Registrar of Companies of the Cayman Islands.

Summary of Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section titled “Risk Factors” in this proxy statement/prospectus. These risks include, but are not limited to, the following:

 

   

OpSec’s business may suffer if its customers reduce their demand for OpSec’s products or services, or if governments or their agencies reduce their demand for OpSec’s products or services or discontinue or curtail their funding. Moreover, if OpSec fails to comply with government contracting regulations, OpSec could suffer a loss of revenues or incur price adjustments or other penalties.

 

   

OpSec’s end customers, primarily in the authentication business, may have lower volumes than anticipated in their annual forecasts, and such lower sales could cause OpSec’s interim revenues to decrease and OpSec to miss its annual revenue targets.

 

   

OpSec relies on its investment in new technology to remain competitive with the offerings of its competitors and to remain effective against the technology and methods of bad actors. If OpSec is unable to continue to invest in the research and development of new technologies and processes, or if its research and development does not yield sufficient results, OpSec’s results of operations and reputation may be harmed.

 

   

OpSec generates a significant percentage of its revenues from recurring subscription-based arrangements, and if OpSec is unable to maintain a high annual revenue renewal rate, its results of operations could be adversely affected.

 

   

OpSec’s government contracts are typically multi-year contracts. Renewals may involve unpredictable delays and other unexpected changes, and such volatility and uncertainty might limit OpSec’s revenue in any given period.

 

   

OpSec operates in highly competitive markets and may be adversely affected by this competition.

 

   

Failure of any of OpSec’s key suppliers on which OpSec is dependent for specialist components to deliver products on time or to specification could lead to OpSec’s inability to fulfill customer contractual requirements, which could result in penalties, forfeit of performance awards, loss of customer contracts, and reputational damage, which could materially adversely affect its business, financial condition, and results of operations.

 

   

OpSec is dependent on third parties to incorporate its physical authentication products onto the target products, and those third parties may not properly incorporate OpSec’s products, which could adversely affect OpSec’s reputation.

 

   

OpSec’s strategy includes increased growth in emerging markets, including the Asia Pacific region, which could create greater exposure to unstable political conditions, civil unrest, economic volatility, contagious disease, and other risks applicable to international operations.

 

   

Some of OpSec’s customers perform contractually mandated security audits on the products OpSec supplies them with and OpSec’s back-end systems to ensure they meet their standards of security and functionality. OpSec cannot guarantee that OpSec will satisfy the requirements of its customers with regard to the security audits, which may put OpSec’s business relationships with those customers and OpSec’s reputation in jeopardy.

 

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OpSec intends to grow its business rapidly and expects to expand its operations significantly. Any failure to manage OpSec’s growth effectively could adversely affect its business, prospects, results of operations and financial condition.

 

   

OpSec is dependent on its senior management team and other highly skilled personnel; and, if OpSec is not successful in attracting or retaining highly qualified personnel, OpSec may not be able to implement its business strategy successfully, which could adversely affect its business, financial condition, and results of operations.

 

   

OpSec’s gross margins have fluctuated historically, and OpSec expects those fluctuations to continue. Changes in OpSec’s gross margins could adversely affect its business, financial condition, results of operations or cash flows.

 

   

OpSec’s forecasted financial results and results of operations rely in large part upon assumptions and analyses developed by OpSec as of December 2022. Today, the assumptions underlying these forward-looking statements may be outdated and, as a result, are not indicative of future results.

 

   

OpSec has made significant investments in automation of its processes and systems, including moving its internal servers and moving certain personnel to low cost centers. Any operational improvements OpSec expects from these decisions may not be realized, which could reduce its forecasted economies of scale and negatively impact its results of operations.

 

   

Part of OpSec’s revenue and Zacco’s revenue is seasonal by nature of the intellectual property solutions business, with historical performance indicating that the fourth and third financial quarters are OpSec’s and Zacco’s strongest, respectively, which may cause OpSec’s results of operations to fluctuate significantly.

 

   

Any legal proceedings, investigations or claims against OpSec or any of its subsidiaries could be costly and time-consuming to defend and could harm its business, results of operations and reputation, regardless of the outcome of such proceedings, investigations or claims, and OpSec’s insurance coverage may be insufficient to cover all costs related to such claims.

 

   

OpSec may be unable to achieve some or all of the operational cost improvements and other benefits that OpSec expects to realize.

 

   

OpSec incurs a material interest burden, which represents an ongoing cost. If other risk factors are realized so that OpSec’s free cash generation is impeded, it could adversely affect OpSec’s ability to service its debt or obtain additional financing.

 

   

If OpSec or its third-party service providers experience a security breach, or if unauthorized parties otherwise obtain access to its data, including OpSec’s customers’ data, partners’ data or other personal data, OpSec’s reputation may be harmed, demand for services may be reduced and OpSec may incur significant liabilities.

 

   

Any significant disruption in or unauthorized access to OpSec’s information technology networks or systems or those of third parties that OpSec utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of OpSec’s products or services, unauthorized disclosure of data, or theft or tampering of intellectual property or technology, which could adversely impact OpSec’s business.

 

   

OpSec relies upon third-party cloud computing services and other data centers to support its operations, and any disruption of or interference with OpSec’s use of such service or material change to its arrangement with these providers could adversely affect its business.

 

   

The international scope of OpSec’s operations and OpSec’s corporate and financing structure may expose OpSec to potentially adverse tax consequences.

 

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OpSec’s intellectual property rights, know-how and innovations may not be adequately protected, which may adversely affect OpSec’s financial results.

 

   

OpSec may face intellectual property infringement or misappropriation claims that could be costly to defend and result in OpSec’s loss of significant rights.

 

   

OpSec is subject to laws and regulations worldwide, many of which are unsettled and still developing and which could increase OpSec’s costs or materially and adversely affect its business.

 

   

OpSec is subject to laws and regulations concerning its collection, storage, sharing, disclosure, use and other processing of customer information and other sensitive data, and OpSec’s actual or perceived failure to comply with data privacy and security laws and regulations could result in enforcement actions against OpSec, damage OpSec’s reputation and brand and harm its business and results of operations.

 

   

OpSec is subject to anti-corruption, anti-bribery, anti-money laundering, economic and trade sanctions and similar laws, and non-compliance with such laws could subject OpSec to criminal or civil liability and harm its business, financial condition and results of operations.

 

   

The price of Pubco Ordinary Shares may be volatile, and the value of Pubco Ordinary Shares may decline.

 

   

A market for the securities may not develop or be sustained, which would adversely affect the liquidity and price of OpSec’s securities.

 

   

OpSec’s issuance of additional share capital in connection with financings, acquisitions, investments, its equity incentive plans or otherwise will dilute all other shareholders.

 

   

OpSec will be a foreign private issuer; and, as a result, OpSec will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

 

   

OpSec has identified material weaknesses in its internal control over financial reporting. If OpSec’s remediation of these material weaknesses is not effective, or if OpSec experiences additional material weaknesses or otherwise fails to maintain an effective system of internal controls in the future, OpSec may not be able to report its financial results accurately, prevent fraud or file its periodic reports as a public company in a timely manner.

 

   

Beginning in January 2022, there has been a drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as OpSec may be more volatile than other securities and may involve special risks.

 

   

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten offering and may create risks for OpSec’s unaffiliated investors.

 

   

The Initial IVC Europe Shareholders and IVC Europe’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal.

 

   

The ability of IVC Europe Public Shareholders to exercise redemption rights with respect to a large number of IVC Europe Class A Ordinary Shares may not allow OpSec and IVC Europe to complete the most desirable business combination or optimize the capital structure of Pubco.

 

   

The other matters described in the section titled “Risk Factors” beginning on page 51 of this proxy statement/prospectus.

 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The summary unaudited pro forma condensed combined financial information was prepared giving effect to the Proposed Transactions and the Zacco Acquisition. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus.

The unaudited pro forma condensed combined balance sheet as of September 30, 2023 gives pro forma effect to the Proposed Transactions as if they were consummated on September 30, 2023. The unaudited pro forma condensed combined statements of profit or loss for the six months ended September 30, 2023 and for the year ended March 31, 2023 give pro forma effect to the Proposed Transactions and the Zacco Acquisition as if they had occurred on April 1, 2022.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Proposed Transactions and the Zacco Acquisition occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with IVC Europe’s audited financial statements and unaudited condensed interim financial statements and related notes, OpSec’s audited consolidated financial statements and unaudited condensed interim consolidated financial statements and related notes and Zacco’s audited consolidated financial statements and unaudited condensed interim consolidated financial statements and related notes, as applicable, and the sections titled “IVC Europe’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “OpSec’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Zacco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of cash redemptions:

 

   

Assuming No Redemptions: This presentation assumes that no shareholder of IVC Europe exercises redemption rights with respect to their IVC Europe Class A Ordinary Shares for cash in an amount equal to a pro rata portion of the funds deposited in the Trust Account. The presentation accounts for the redemptions that occurred at IVC Europe’s extraordinary general meetings held on December 5, 2023.

 

   

Assuming 50% Redemptions: This presentation gives effect to redemption of 5,772,648 IVC Europe Class A Ordinary Shares for aggregate redemption payments of $63.6 million at a redemption price of $10.9972 per share based on the funds held in the Trust Account as of September 30, 2023 adjusted with additional extension contribution to the Trust Account, interest income earned for the period from October 1, 2023 to December 5, 2023 and the redemption on December 5, 2023. Pursuant to the Backstop Agreement, in the event the amount of funds held in the Trust Account (after giving effect to redemptions) is less than $100.0 million, the Sponsor has agreed to subscribe for up to an additional 5,000,000 Pubco Ordinary Shares. In the 50% redemption scenario, the Sponsor will subscribe for 3,644,174 Pubco Ordinary Shares at a price of $10.00 per share pursuant to the Backstop Agreement.

 

   

Assuming Maximum Redemptions: This presentation assumes that all 11,545,295 IVC Europe Class A Ordinary Shares are redeemed for aggregate redemption payments of $127.0 million at a redemption price of $10.9972 per share based on the funds held in the Trust Account as of September 30, 2023

 

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adjusted with additional extension contribution to the Trust Account, interest income earned for the period from October 1, 2023 to December 5, 2023 and redemption on December 5, 2023. In the maximum redemption scenario, the Sponsor will subscribe for 5,000,000 Pubco Ordinary Shares at a price of $10.00 per share.

The unaudited pro forma condensed combined financial information also assumes that none of the OpSec Earnout Shares or Sponsor Earnout Shares have been earned by the OpSec Shareholders or the Sponsor, as applicable.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands)

 

                      As of September 30, 2023  
    As of
September 30,
2023
    As of
September 30,
2023
          (Assuming No
Redemptions)
    (Assuming 50%
Redemptions)
    (Assuming Maximum
Redemptions)
 
    OpSec
(IFRS
Historical)
    IVC Europe
(U. S. GAAP
Historical )
    IFRS Policy
and
Presentation
Alignment
(Note 2)
    Transaction
Accounting
Adjustments
        Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
        Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
        Pro Forma
Combined
 

ASSETS:

                       

Property, plant and equipment

  $ 11,395     $ —       $ —       $ —         $ 11,395     $ —         $ 11,395     $ —         $ 11,395  

Right-of-use assets

    9,197       —         —         —           9,197       —           9,197       —           9,197  

Intangible assets

    158,587       —         —         —           158,587       —           158,587       —           158,587  

Investments in jointly controlled entity

    794       —         —         —           794       —           794       —           794  

Deferred tax assets

    5,696       —         —         —           5,696       —           5,696       —           5,696  

Other receivables

    1,685       —         —         —           1,685       —           1,685       —           1,685  

Marketable securities held in Trust Account

    —         206,459       —         700     A     —         —           —         —           —    
          1,851     B              
          (82,044   C              
          150     D              
          (127,116   F              
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Non-current assets

    187,354       206,459       —         (206,459       187,354       —           187,354       —           187,354  

Prepaid expenses

    —         113       —         —           113       —           113       —           113  

Inventories

    8,966       —         —         —           8,966       —           8,966       —           8,966  

Trade and other receivables

    45,336       —         —         —           45,336       —           45,336       —           45,336  

Contract asset

    6,313       —         —         —           6,313       —           6,313       —           6,313  

Tax receivable

    889       —         —         —           889       —           889       —           889  

Derivative financial instrument

    1,714       —         —         —           1,714       —           1,714       —           1,714  

Cash and cash equivalents

    19,838       31       —         5,000     E     127,454       (63,558   O     100,338       (63,558   O     50,338  
          127,116     F       36,442     O       13,558     O  
          (7,120   I              
          (10,000   L              
          (7,411   N              
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Current assets

    83,056       144       —         107,585         190,785       (27,116       163,669       (50,000       113,669  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL ASSETS

  $ 270,410     $ 206,603     $ —       $ (98,874     $ 378,139     $ (27,116     $ 351,023     $ (50,000     $ 301,023  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

COMMITMENTS AND CONTINGENCIES

                       

Class A ordinary shares subject to possible redemption

  $ —       $ 206,459     $ (206,459   $ —         $ —       $ —         $ —       $ —         $ —    

EQUITY

                       

Share capital

  $ 2     $ —       $ —       $ —       E   $ 4     $ —       O   $ 4     $ (1   O   $ 3  
          1     K              
          1     L              

Share premium

    58,623       —         —         5,000     E     205,670       3.661     N     182,215       1,327     N     133,543  
          (3,200   H       (63,557   O       (63,557   O  
          127,115     J       36,441     O       13,558     O  
          1     K              
          (10,001   L              
          (32,509   M              
          60,641     N              

Class A ordinary shares

    —         —         —         1     J     —         —           —         —           —    
          (1   K              

Class B ordinary shares

    —         1       —         (1   K     —         —           —         —           —    

Merger reserve

    11,052       —         —         —           11,052       —           11,052       —           11,052  

Translation reserve

    (19,762     —         —         —           (19,762     —           (19,762     —           (19,762

Retained earnings (Accumulated deficit)

    (16,986     (32,509     —         (700   A     (76,059     (3,661   N     (79,720     (1,327   N     (81,047
          (150   D              
          12,075     G              
          (2,246   H              
          32,509     M              
          (68,052   N              

Capital reserve

    6,257       —         —         —           6,257       —           6,257       —           6,257  

Non-controlling interest

    309       —         —         —           309       —           309       —           309  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total equity

    39,495       (32,508     —         120,484         127,471       (27,116       100,355       (50,000       50,355  

 

55


Table of Contents
                      As of September 30, 2023  
    As of
September 30,
2023
    As of
September 30,
2023
          (Assuming No
Redemptions)
    (Assuming 50%
Redemptions)
    (Assuming Maximum
Redemptions)
 
    OpSec
(IFRS
Historical)
    IVC Europe
(U. S. GAAP
Historical )
    IFRS Policy
and
Presentation
Alignment
(Note 2)
    Transaction
Accounting
Adjustments
        Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
          Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
          Pro Forma
Combined
 

LIABILITIES:

                       

Provisions

    1,025       —         —         —           1,025       —           1,025       —           1,025  

Deferred tax liabilities

    14,422       —         —         —           14,422       —           14,422       —           14,422  

Warrant liabilities

    —         10,109       —         —           10,109       —           10,109       —           10,109  

Deferred underwriting fee payable

    —         12,075       —         (12,075   G     —         —           —         —           —    

Ordinary shares subject to possible redemption

    —         —         206,459       700     A     —         —           —         —           —    
          1,851     B              
          (82,044   C              
          150     D              
          (127,116   J              

Interest-bearing loans and borrowings

    133,249       —         —         —           133,249       —           133,249           133,249  

Lease liabilities

    5,959       —         —         —           5,959       —           5,959       —           5,959  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Non-current liabilities

    154,655       22,184       206,459       (218,534       164,764       —          
164,764
 
    —          
164,764
 

Provisions

    405       —         —         —           405       —           405       —           405  

Derivative financial instrument

    226       —         —         —           226       —           226       —           226  

Contract liabilities

    11,342       —         —         —           11,342       —           11,342       —           11,342  

Lease liabilities

    6,016       —         —         —           6,016       —           6,016       —           6,016  

Interest-bearing loans and borrowings

    14,650       —         —         —           14,650       —           14,650       —           14,650  

Tax payable

    1,011       —         —         —           1,011       —           1,011       —           1,011  

Notes payable to Sponsor

    —         3,315       —         700     A     4,165       —           4,165       —           4,165  

Accounts payable and accrued expenses

    —         7,153       (7,153     150     D     —         —           —         —           —    

Trade and other payables

    42,610       —         7,153       5,446     H     48,089       —           48,089       —          
48,089
 
          (7,120   I              
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Current liabilities

    76,260       10,468       —         (824       85,904       —           85,904       —           85,904  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total liabilities

    230,915       32,652       206,459       (219,358       250,668       —           250,668       —           250,668  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL EQUITY AND LIABILITIES

  $ 270,410     $ 206,603     $ —       $ (98,874     $ 378,139     $ (27,116     $ 351,023     $ (50,000     $ 301,023  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

 

56


Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

(in thousands, except share and per share data)

 

                      Six-months Ended September 30, 2023  
    Six-months
Ended
September 30,
2023
    Six-months
Ended
September 30,
2023
    April 1 to 17,
2023
    (Assuming No
Redemptions)
    (Assuming 50%
Redemptions)
    (Assuming Maximum
Redemptions)
 
    OpSec
(IFRS
Historical)
    IVC Europe
(U. S. GAAP
Historical )
    Zacco
(IFRS
Historical)
    Transaction
Accounting
Adjustments
        Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
    Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
    Pro Forma
Combined
 

Revenue

  $ 99,423     $ —       $ 4,095     $ —         $ 103,518     $ —       $ 103,518     $ —       $ 103,518  

Cost of sales

    (64,429     —         (3,445     —           (67,874     —         (67,874     —         (67,874
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    34,994       —         650       —           35,644       —         35,644       —         35,644  

Other expenses

    —         —         —         —           —         —         —         —         —    

Distribution expenses

    (8,687     —         —         —           (8,687     —         (8,687     —         (8,687

Other administrative expense

    (19,983     —         (594     —           (20,577     —         (20,577     —         (20,577

Exceptional administrative expenses

    (4,818     —         (85     —           (4,903     —         (4,903     —         (4,903

Exceptional credit

    512       —         —         —           512       —         512       —         512  

Intangible amortisation

    (7,572     —         —         —           (7,572     —         (7,572     —         (7,572

Total administrative expenses

    (31,861     —         (679     —           (32,540     —         (32,540     —         (32,540

Work performed by the entity and capitalized

    —         —         —         —           —         —         —         —         —    

Staff costs

    —         —         —         —           —         —         —         —         —    

Other operating income

    —         —         —         —           —         —         —         —         —    

Other operating expenses

    —         —         —         —           —         —         —         —         —    

Amortisation and depreciation

    —         —         —         —           —         —         —         —         —    

Formation and operating costs

    —         (3,944     —         —           (3,944     —         (3,944     —         (3,944

Interest earned on Marketable securities held in Trust Account

    —         5,030       —         (5,030   AA     —         —         —         —         —    

Change in fair value of warrant liabilities

    —         (6,542     —         —           (6,542     —         (6,542     —         (6,542
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit/(loss)

    (5,554     (5,456     (29     (5,030       (16,069     —         (16,069     —         (16,069

Finance income

    2,674       —         —         —           2,674       —         2,674       —         2,674  

Finance expenses

    (8,438     —         (34     —           (8,472     —         (8,472     —         (8,472

Share of profit of jointly controlled entity

    439       —         —         —           439       —         439       —         439  
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss)/profit before tax

    (10,879     (5,456     (63     (5,030       (21,428     —         (21,428     —         (21,428

Taxation

    (146     —         —         —           (146     —         (146     —         (146
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss)/profit for the year

  $ (11,025   $ (5,456   $ (63   $ (5,030     $ (21,574   $ —       $ (21,574   $ —       $ (21,574
 

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(Loss)/profit attributed to:

 

                 

Controlling interests

  $ (10,679   $ (5,456   $ (63   $ (5,030     $ (21,228   $ —       $ (21,228   $ —       $ (21,228

Non-controlling interests

    (346     —         —         —           (346     —         (346     —         (346

Net loss per share—basic and diluted

  $ (10.68                  

Pro Forma weighted average ordinary shares outstanding—basic and diluted

              38,684,111         36,555,637         32,138,816  
           

 

 

     

 

 

     

 

 

 

Pro Forma net loss per share—basic and diluted

            $ (0.55     $ (0.58     $ (0.66
   

 

 

 

 

57


Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

(in thousands, except share and per share data)

 

                                      Year Ended March 31, 2023  
    Year Ended
March 31,
2023
    Twelve-
months
Ended
March 31,
2023
    Twelve-
months
Ended
March 31,
2023
                    (Assuming No Redemptions)     (Assuming 50% Redemptions)     (Assuming Maximum
Redemptions)
 
    OpSec
(IFRS
Historical)
    IVC
Europe
(U. S.
GAAP
Historical)
    Zacco
(IFRS
Historical)
    IFRS Policy
and
Presentation
Alignment
(Note 2)
    Transaction
Accounting
Adjustments
for Zacco
Acquisition
(Note 4)
        Transaction
Accounting
Adjustments
        Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
        Pro Forma
Combined
    Additional
Transaction
Accounting
Adjustments
        Pro Forma
Combined
 

Revenue

  $ 119,521     $ —       $ 96,533     $ —       $ —         $ —         $ 216,054     $ —         $ 216,054     $ —         $ 216,054  

Cost of sales

    (60,840     —         —         (75,740     —           —           (136,580     —           (136,580     —           (136,580
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Gross profit

    58,681       —         —         —         —           —           79,474       —           79,474       —           79,474  

Other expenses

    —         —         (45,454     45,454       —           —           —         —           —         —           —    

Distribution expenses

    (19,132     —         —         (7,002     —           —           (26,134     —           (26,134     —           (26,134

Other administrative expense

    (25,315     —         —         (6,012     (200   d     (68,052   DD     (99,579     (3,661   DD     (103,240     (1,327   DD     (104,567

Exceptional administrative expenses

    (8,510     —         —         —         —           (2,246   CC     (10,756     —           (10,756     —           (10,756

Exceptional credit

    5,235       —         —         —         —           —           5,235       —           5,235       —           5,235  

Intangible amortisation

    (9,879     —         —         (1,307     (5,506   a     —           (16,607     —           (16,607     —           (16,607
            85     a                  

Total administrative expenses

    (38,469     —         —         (7,319     (5,621       (70,298       (121,707     (3,661       (125,638     (1,327       (126,695

Work performed by the entity and capitalized

    —         —         727       (727     —           —           —         —           —         —           —    

Staff costs

    —         —         (41,021     41,021       —           —           —         —           —         —           —    

Other operating income

    —         —         175       (175     —           —           —         —           —         —           —    

Other operating expenses

    —         —         (163     163       —           —           —         —           —         —           —    

Amortisation and depreciation

    —         —         (4,325     4,325       —           —           —         —           —         —           —    

Formation and operating costs

    —         (5,719     —         —         —           —           (5,719     —           (5,719     —           (5,719

Interest earned on Marketable securities held in Trust Account

    —         8,649       —         —         —           (8,649   BB     —         —           —         —           —    

Change in fair value of warrant liabilities

    —         6,019       —         —         —           —           6,019       —           6,019       —           6,019  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Operating profit/(loss)

    1,080       8,949       6,472     —         (5,621       (78,947       (68,067     (3,661       (71,728     (1,327       (73,055

Finance income

    20       —         2,700       —         —           —           2,720       —           2,720       —           2,720  

Finance expenses

    (4,172     —         (3,237     —         (9,199   c     —           (16,608     —           (16,608     —           (16,608

Share of profit of jointly controlled entity

    342       —         —         —         —           —           342       —           342       —           342  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

(Loss)/profit before tax

    (2,730     8,949       5,935       —         (14,820       (78,947       (81,613     (3,661       (85,274     (1,327       (86,601

Taxation

    (657     —         (1,377     —         1,217     a     —           (817     —           (817     —           (817
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

(Loss)/profit for the year

  $ (3,387   $ 8,949     $ 4,558     $ —       $ (13,603     $ (78,947     $ (82,430   $ (3,661     $ (86,091   $ (1,327     $ (87,418
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

(Loss)/profit attributed to:

                             

Controlling interests

  $ (3,387   $ 8,949     $ 4,558     $ —       $ (13,261   b   $ (78,947     $ (82,088   $ (3,661     $ (85,749   $ (1,327     $ (87,076

Non-controlling interests

    —         —         —         —         (342   b     —           (342     —           (342     —           (342

Net loss per share—basic and diluted

  $ (3.39                            

Pro Forma weighted average ordinary shares outstanding—basic and diluted

                    38,684,111           36,555,637           32,138,816  
                 

 

 

       

 

 

       

 

 

 

Pro Forma net loss per share—basic and diluted

                  $ (2.12       $ (2.35       $ (2.71
 

 

 

       

 

 

       

 

 

 

 

*

This is defined as “Results before financial income and expenses” in the Zacco’s historical financial information in line

 

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RISK FACTORS

The following risk factors will apply to the business and operations of IVC Europe, OpSec and Pubco. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of IVC Europe, OpSec and Pubco and their respective businesses, financial conditions and prospects prior to or following the completion of the Business Combination, as the case may be. You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements” before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. IVC Europe, OpSec and Pubco may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their respective businesses or financial conditions. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of Pubco Ordinary Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment. The following discussion should be read in conjunction with the sections titled “OpSec’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “IVC Europe’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Zacco’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements of IVC Europe, OpSec and Zacco and notes to the financial statements included herein, as applicable.

Risks Related to OpSec’s Business and Industry

As used in the risks described in this section, references to “we,” “our,” “us,” “OpSec” and “OpSec Group” are intended to refer to Orca Holdings Limited and its subsidiaries with respect to the period prior to the consummation of the Business Combination and to Pubco and its subsidiaries with respect to the period following the consummation of the Business Combination, unless the context clearly indicates otherwise.

Our business may suffer if our customers reduce their demand for our products or services, or if governments or their agencies reduce their demand for our products or services or discontinue or curtail their funding. Moreover, if we fail to comply with government contracting regulations, we could suffer a loss of revenues or incur price adjustments or other penalties.

Our revenues fluctuate depending on the volume of orders from our customers. Our customers may reduce their demand for our products or services at any time for a number of reasons, including their results of operations, market headwinds or changes in their business plans. Therefore, even if customers renew their arrangements with us, if they reduce the amount of spending on our products or services for reasons that they may not be able to control, this could lead to a significant decline in our revenues. We have no control over the amount of sales our customers are able to generate and may have limited visibility into such a decline.

Moreover, the principal customers for certain of our products and services, such as our tax program solutions, are government agencies, which fund purchases of these products and services from limited budgets that are sensitive to changes in governmental sources of funding. Recession, economic uncertainty or austerity have contributed, and may in the future contribute, to reductions in spending by such government entities. Accordingly, any further decreases in budget of government agencies, which have remained under pressure, or changes in the spending patterns of governmental sources that fund such agencies, are likely to adversely affect our results of operations.

Our end customers, primarily in the authentication business, may have lower volumes than anticipated in their annual forecasts, and such lower sales could cause our interim revenues to decrease and us to miss our annual revenue targets.

The demand of some of our customers for our products and services, primarily in our authentication business, is based heavily on the volume of products that those customers sell. If our customers sell lower volumes than

 

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they anticipate in their annual forecasts, this could result in a reduction in their production efforts and, consequently, reduced demand for our products and services. There are a number of factors that could result in our customers’ sales volumes being lower than annual projections, including reduced consumer interest in our customers’ products, global economic conditions, and our customers’ products failing to achieve market acceptance. If the demand of our customers for our products and services is reduced and they decline to renew their supply contracts with us, or renew their contracts with us but at a reduced size, our revenues may decrease and we may miss our previously disclosed revenue targets (which we expect to occur in the current financial year). For more information on known trends affecting OpSec’s results, see the section titled “OpSec’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the subsection titled “Current Trends and Key Factors Affecting Operating Results” in this proxy statement/prospectus.

We rely on our investment in new technology to remain competitive with the offerings of our competitors and to remain effective against the technology and methods of bad actors. If we are unable to continue to invest in the research and development of new technologies and processes, or if our research and development does not yield sufficient results, our results of operations and reputation may be harmed.

The marketplaces in which we operate are constantly evolving. Our competitors are constantly improving the efficiency with which they manufacture physical authentication and brand protection products, designing new physical products with enhanced security and aesthetic features, improving existing software or developing new software and technology to address online brand protection concerns, and enhancing the functions of artificial intelligence, sometimes known as “AI,” and machine learning, sometimes known as “ML,” in online brand protection products. Our business is dependent on the continued acceptance by our customers of our existing products and services and the value placed on them. If these products and services do not maintain market acceptance, our revenues may decrease. Additionally, new products or services that we invest in and introduce may not achieve market acceptance if current or potential customers do not value their benefits, do not achieve favorable results using such new products or services, use their budgets for different products or services or experience technical difficulties in using such new products or services. Moreover, market acceptance of any new products or services, or changes to our existing products and services, may be affected by customer confusion surrounding the introduction of such products and services by us and comparison of the benefits of our products and services to those of other solutions. If we are unable to achieve market acceptance for new and existing products and services, we may experience cost overruns, delays in delivery or performance problems, demand for our products and services may decline and/or we may not be able to grow our business or growth may occur more slowly than we anticipate.

Additionally, we are constantly competing with the bad actors that our products and services combat against. Those bad actors, such as unauthorized manufacturers of counterfeit apparel, unlicensed distributors of protected content, unlicensed exhibitors of live events, and peer-to-peer network users sharing pirated video content, are constantly innovating to develop new methods of mimicking the goods of established brands for profit, exhibiting protected content while avoiding detection online and posing as established brands in order to scam customers through phishing campaigns.

We also use consolidation, management and reporting techniques to allow patent, trademark and intellectual property asset creation and management. These techniques are evolving, and we may not be able to make the investments in platform technologies required to realize the full benefit of these techniques.

We invest heavily in research and development activities to develop new technologies and processes and iterate on our existing products and services, but we cannot guarantee that our research and development activities will be successful in keeping pace with our competition or with bad actors. We may be unable to improve our existing offerings in a way that competes with the products our competitors offer, or create new offerings that address existing or new concerns of our customers. If we are unable to do so, we may lose market share to our competitors. Additionally, if we are unable to develop our technologies and products in a way that effectively counters the efforts of bad actors, our reputation may be harmed.

 

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We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected.

In financial year 2023, approximately 91% of our revenues were recurring. To maintain existing revenues and generate higher revenues, we are dependent on a significant number of our customers renewing their arrangements with us. Although many of these arrangements have automatic renewal provisions, with appropriate notice these arrangements are cancellable and our customers have no obligation to renew their subscriptions after the expiration of their existing subscription period. As a result, our past annual revenue renewal rates may not be indicative of our future annual revenue renewal rates, and our annual revenue renewal rates may decline or fluctuate in the future as a result of a number of factors, including customer satisfaction with our products and services, our prices and the prices offered by competitors, reductions in customer spending levels and general economic conditions. See the section titled “OpSec’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Current Trends and Key Factors Affecting Operating Results” in this proxy statement/ prospectus.

In addition, because most of the revenues we report in each quarter are the result of subscription agreements entered into or renewed in previous quarters, a decline in subscriptions in any one quarter may not affect our results in that quarter but could reduce revenues in future quarters. We may not be able to adjust our cost structure in response to sustained or significant downturns in revenues. Moreover, renewal dates for our subscription agreements are typically concentrated in our third and fourth quarters. Adverse events impacting us or our customers occurring in the first quarter may result in us failing to secure subscription agreement renewals, which would have a disproportionately adverse effect on our financial condition and results of operations in future periods.

Our government contracts are typically multi-year contracts. Renewals of those contracts may involve unpredictable delays and other unexpected changes, and such volatility and uncertainty might limit revenue in any given period.

Certain of our contracts for our products and services are with government agencies that purchase such products and services from limited budgets that are sensitive to changes in governmental sources of funding. When our contracts with government agencies are up for renewal, the ability of our government agency customers to renew the contracts, or renew them on terms favorable to us, is subject to a variety of factors outside of our or their control. For example, government funding could be curtailed, resulting in an inability for agencies to renew their contracts. Economic uncertainty has contributed, and may in the future contribute, to reductions in spending by such government entities. Additionally, global or regional political instability may further affect the ability of our government agency customers to renew their contracts with us. Such volatility might limit our revenue in periods during which those contracts are up for renewal.

For some of our products and services sold to certain customer types, such as government customers who require us to follow official procurement rules, we typically face a long selling cycle to secure new contracts that requires significant resource commitments, resulting in a long lead time before we receive revenues.

We may incur significant business development expenses to secure new contracts during long selling cycles for some of our products and services sold to certain customer types such as government customers who require us to follow official procurement rules, and we may not succeed in winning a new customer’s business. Current selling cycle periods could lengthen, causing us to incur even higher business development expenses with no guarantee of winning a new customer’s business. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.

 

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Failure to protect the reputation of our brands could impact our ability to remain a trusted source of high-quality brand protection solutions.

The reputation of our brands is key to our ability to remain a trusted source of high-quality brand protection solutions and to attract and retain customers. Negative publicity or actual, alleged or perceived issues regarding our products or services could harm our relationship with customers. Failure to protect the reputation of our brands may adversely impact our credibility as a trusted source of high-quality brand protection solutions and may have a negative impact on our business. In addition, in certain jurisdictions we engage contractors and independent agents in connection with the sale of certain of our products and services. It is difficult to monitor whether such contractors’ and agents’ representation of our products and services is accurate. Poor representation of our products and services by contractors, agents, or entities acting without our permission, could have an adverse effect on our reputation and our business.

If we experience design defects, errors, failures, or delays associated with our products or services or migration of an existing product or service to a new system, our business could suffer serious harm.

Despite extensive testing, our products and services may contain design defects or errors after release to our customers. In addition, if we release new products or services, migrate existing software products or services to new systems or upgrade outdated software or infrastructure, our products and services may contain design defects or errors. We may introduce an error that causes the product or service to operate incorrectly or less effectively. Some of our products and services also rely on data and services provided by third-party providers over which we have limited or no direct control and which may be provided to us with defects, errors or failures. Our customers may also use our products or services together with their own materials, apparel, software, data or technology, or with products or services from third parties. As a result, when a problem occurs, it might be difficult to identify the source of the problem. If design defects, errors or failures are discovered in our current or future products or services, we may not be able to correct them or find a workaround in a timely manner, if at all.

The existence of design defects, errors, failures or delays in our products or services that are significant, or are perceived to be significant, could also result in rejection or delay in market acceptance of our products or services, damage to our reputation, loss of customers or investors and related revenues, a lower rate of subscription renewals or upgrades, diversion of resources, product liability claims or regulatory actions or increases in costs, any of which could materially adversely affect our business, financial condition or results of operations. We may also need to expend significant capital resources to eliminate or work around design defects, errors, failures or delays. In each of these ways, our business, financial condition or results of operations could be materially adversely impacted.

We operate in highly competitive markets and may be adversely affected by this competition.

The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving customer demands and needs across the brand protection and intellectual property management markets. We compete on the basis of various factors, including the effectiveness of our products and services, customers’ perception of our products and services relative to the value that they deliver, the user interface of our software products, our technical expertise, surety of supply, global reach, service responsiveness and the quality of our overall product and services offerings.

Some of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors sometimes have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and we face competition from other Internet services companies and search providers.

Our competitors may be able to adopt new or emerging technologies or address customer requirements more quickly than we can. New and emerging technologies can also allow start-up companies to enter the market more

 

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quickly than they would have been able to in the past. We may also face increased competition from companies that could pose a threat to our business by providing more in-depth offerings, adapting their products and services to meet the demands of customers or combining with one of their competitors to enhance their products and services. A number of our principal competitors may continue to make acquisitions as a means to improve the competitiveness of their offerings.

Our ability to compete successfully is also affected by competitors that aggressively market their products or services as a lower cost alternative. Because some of our competitors are able to offer products and services that may be more cost effective than ours, including through the provision of price incentives for new customers, and because some of our competitors’ products and services may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished. In addition, some of our competitors combine competing products or services with complementary offerings as packaged solutions, which could pre-empt use of our products or solutions. Competition from such free or lower cost sources may require us to reduce the price of some of our products or services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments in the future, we may lose customers and our financial results may be adversely affected. In addition, implementation of annual price increases by us from time to time may also, in some cases, cause customers to use lower-cost competitors.

Failure of any of our key suppliers of specialist components to deliver products on time or to specification could lead to our inability to fulfill customer contractual requirements, which could result in penalties, forfeit of performance awards, loss of customer contracts, and reputational damage, which could materially adversely affect our business, financial condition, and results of operations.

If we cannot replace or engage suppliers that meet our specifications and standards in a short period of time, we could encounter increased expenses, shortages of items, disruptions or delays in customer shipments. Such consequence could be further exacerbated due to our use of a small number of key suppliers to provide specialist components for our physical authentication products and for some component purchases. We may not be able to maintain amicable relationships with each of our key suppliers. In the event that any of our key suppliers decide to terminate their relationship with us, cease supplying the components, fail to deliver the necessary volume of such components on time and to our specification, or otherwise fail to meet our demand, such suppliers may be difficult to replace and/or the components offered by alternative suppliers may be more expensive or of lesser quality, which could adversely affect our business, financial condition and results of operations. It can take a significant amount of time and resources to identify, develop and maintain relationships with key suppliers. The termination of, or material changes to, arrangements with key suppliers, disagreements with key suppliers, including as to payment or other terms, or the failure of a key supplier to meet its contractual obligations to us may require us to contract with alternative suppliers. If we have to replace key suppliers, we may be subject to pricing or other terms less favorable than those we currently enjoy, and it may be difficult to identify and secure relationships with alternative suppliers that are able to meet our volume requirements and quality or other standards. If any of the above were to occur, we could experience delays in shipments, cancellations and a reduction in sales revenue, any of which could adversely affect our business, financial condition, and results of operations.

We are dependent on third parties to incorporate our physical authentication products onto the target products, and those third parties may not properly incorporate our products, which could adversely affect our reputation.

Substantially all of our physical authentication and brand protection products are incorporated onto our customers’ products by third parties. We depend on those third-party product manufacturers and licensees to incorporate our products onto the target products properly. Any failure to incorporate our products may result in our authentication and brand protection products failing to operate as intended, by either being less aesthetically integrated into the products, or being unable to fulfill the intended security function. Any such failure by those third parties may result in our reputation being harmed and market acceptance of our products being diminished.

 

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If we fail to achieve and maintain key industry or technical certifications, our customers and business partners may stop doing business with us and we may not be able to win new business, which would negatively affect our revenue.

We are required by customers and business partners to obtain and maintain various industry or technical certifications. Such certifications are critical to our business because certain of our current and prospective customers and the contracts governing certain customer relationships, as well as certain of our data suppliers, require us to maintain them as a requirement of doing business. If we fail to obtain or maintain key industry or technical certifications for any reason, customers and business partners may stop doing business with us, and we may not be able to win new business, which would negatively affect our revenue.

Our strategy includes increased growth in emerging markets, including the Asia Pacific region, which could create greater exposure to unstable political conditions, civil unrest, economic volatility, contagious disease, and other risks applicable to international operations.

The growth of our business in emerging markets is a significant focus of our long-term growth strategy. Our regional results have and can fluctuate significantly based on economic conditions of a given region. Our business operations have been and may be adversely affected by the current and future political environment in the Asia Pacific region, including in China, and including as a result of China’s response to tariffs instituted by the U.S. government on goods imported from China, tariffs imposed by China on U.S. goods, more active use of economic sanctions and export control restrictions, any trade agreements entered into between the U.S. and China, and increasing tensions as a result of the two countries’ relationships with Hong Kong and Taiwan. Our ability to operate in China or other Asia Pacific countries may be adversely affected by changes in the laws and regulations of these jurisdictions or the interpretation thereof, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property, foreign currency conversion and the regulation of private enterprises.

Additionally, we operate in jurisdictions that heavily regulate the use of the Internet, such as China. These jurisdictions are typically also jurisdictions in which counterfeiting and intellectual property infringement are prevalent, in part due to underdeveloped or atypical intellectual property laws. The intellectual property rights of our customers are sometimes difficult to enforce in such jurisdictions, and the presence of restrictive Internet regulations can make it harder for us to effectively communicate with our customers and other relevant parties in those jurisdictions. Accordingly, we sometimes have to engage third parties to act on behalf of us and our customers in certain jurisdictions to carry out our business, and we have limited control over these third parties and the extent to which they carry out their obligations, which could result in harm to our reputation and results of operations.

If we are unable to expand our business successfully in emerging markets, if we encounter difficulties in conducting our business in emerging markets due to local law, or if we cannot achieve the return on capital that we expect as a result of our investments in these countries, our financial performance could be materially adversely affected. In addition to the risks applicable to our international operations, factors that could have a material adverse effect on our operations in these emerging markets include the less established or reliable legal systems and possible disruptions due to unstable political conditions, civil unrest or economic volatility. These factors could have a material adverse effect on our business by decreasing consumer purchasing power, reducing demand for our products or increasing our costs.

Some of our customers perform contractually mandated security audits on the products we supply them with and our back-end systems to ensure they meet their standards of security and functionality. We cannot guarantee that we will satisfy the requirements of our customers with regard to the security audits, which may put our business relationships with those customers and our reputation in jeopardy.

Some of our larger customers have contractual rights to perform extensive security audits on the products and services that we provide them with as well as audits on our back-end systems. These customers include

 

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government agencies, financial services providers, and some technology companies. The level of scrutiny that the security audits entail is often high due to the level of sophistication of our customers, and can range from inspection of the security features of our backend systems and inspection of our manufacturing processes. We cannot guarantee that we will be able to satisfy the requirements of one or more of the security audits, which are performed periodically. Such audits may expose security flaws in our offerings or back-end systems that we are not aware of, which could result in those customers declining to renew their contracts with us and our reputation being harmed. Additionally, the results of an audit may grant our customers termination rights pursuant to the terms of their agreements with us.

We intend to grow our business rapidly and expect to expand our operations significantly. Any failure to manage our growth effectively could adversely affect our business, prospects, results of operations and financial condition.

Any failure to manage our growth effectively could materially and adversely affect our business, operating results and financial condition. We intend to expand our operations significantly. We expect our future expansion to include:

 

   

expanding our management team

 

   

hiring and training new personnel

 

   

using consultants to assist with our growth and development.

We intend to continue to hire a significant number of additional personnel, including software engineers, design and production personnel and service technicians for our products. Because our services and products are highly specialized, individuals with sufficient training may not be available to hire, and as a result, we will need to expend significant time and expense training any newly hired employees. Competition for individuals with the desired experience is intense, and we may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business, financial condition and results of operations.

Our ability to manage growth and expansion of our operations effectively will also require us to enhance our operational systems, internal controls and infrastructure, human resources policies and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.

In addition, most of our revenue growth has been attributable to the efforts of our sales force, which consists of both in-house personnel and independent contractors and agents. To increase our revenue and to sustain profitability, we intend to increase the size of our sales force to generate additional revenue from new and existing markets.

Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of in-house and independent sales personnel and increasing the productivity, effectiveness, and efficiency of existing sales personnel to support our growth. New sales personnel require significant training and can take a number of months to achieve full productivity. Our recent hires and planned hires may not become productive as quickly as expected, and if new sales employees, contractors and independent agents do not become fully productive on the timelines that have been projected or at all, our revenue may not increase at the anticipated levels and our ability to achieve long-term projections may be negatively affected. In addition, as we continue to grow, a larger percentage of our sales force will be new to OpSec and our business, which may adversely affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase, and we may face integration challenges as we continue to seek to expand our sales force. There is significant competition for sales personnel with the skills that we require in the industries in which we operate, and we may be unable to hire or retain sufficient numbers of qualified individuals

 

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in the markets where we operate or plan to operate. If we are unable to hire and train sufficient numbers of effective sales personnel or agents, or if the sales personnel or agents are not successful in obtaining new location partners or promoting activity within our existing location partners, our business may be adversely affected.

In addition, we restructured our sales force in January 2023. We periodically change and adjust our sales organization in response to market opportunities, competitive threats, management changes, product and service introductions or enhancements, acquisitions, sales performance, increases in sales headcount, and cost levels. Any future sales organization changes may result in a temporary reduction of productivity, which could negatively affect our rate of growth. In addition, any significant change to the way we structure the compensation of our sales organization may be disruptive and may affect our revenue growth.

We are dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to implement our business strategy successfully, which could adversely affect our business, financial condition, and results of operations.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including software engineers, finance, marketing, sales, and technology and support personnel. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

Our forecasted financial results and results of operations rely in large part upon assumptions and analyses developed by us as of December 2022. Today, the assumptions underlying these forward-looking statements may be outdated and, as a result, are not indicative of future results.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus are based on information as of December 2022 and reflect numerous assumptions (including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors) that may now be outdated and as a result, are not indicative of future results. Such factors include, but are not limited to, the following:

 

   

whether we can obtain sufficient capital to begin production and grow our business

 

   

our ability to manage our growth

 

   

whether we can manage relationships with our partners and suppliers

 

   

the ability to obtain necessary regulatory approvals and certifications

 

   

demand for our products and services

 

   

the timing and costs of new and existing marketing and promotional efforts

 

   

inflationary pressures in labor markets and for other resources

 

   

competition, including from established and future competitors

 

   

our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel

 

   

our ability to continue to introduce our products and services in new markets

 

   

the overall strength and stability of the economies in the markets in which we operate or intend to operate in the future

 

   

customer acceptance and adoption of our technologies

 

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our ability to comply with existing local regulations in key markets where we operate

 

   

regulatory, legislative and political changes.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, financial condition and results of operations. As a result, you are cautioned not to place undue reliance our forecasted financial results and results of operations in making a decision regarding the Business Combination, as they may now be outdated and as a result, are not indicative of future results. For more information on known trends affecting OpSec’s results, see the section titled “OpSec’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the subsection titled “Current Trends and Key Factors Affecting Operating Results” in this proxy statement/ prospectus.

Our gross margins have fluctuated historically, and we expect those fluctuations to continue. Changes in our gross margins could adversely affect our business, financial condition, results of operations or cash flows.

Our gross margins have fluctuated from period to period, and we expect that they will continue to fluctuate in the future. Our gross margins have been and may continue to be adversely affected by numerous factors, including:

 

   

bonus accruals

 

   

foreign exchange rate movements

 

   

changes to the foreign trade policies of the countries in which we operate

 

   

inflationary pressures

 

   

service costs

 

   

changes in customer, geographic, or product mix

 

   

our ability to maintain or reduce production costs

 

   

changes in production volume driven by demand for our products

 

   

changes in material, labor or other manufacturing-related costs

 

   

general market conditions.

If we are unable to offset the unfavorable effect of the above factors by increasing the volume of products shipped and services sold, reducing product manufacturing costs or otherwise, our business, financial condition, results of operations, or cash flows may be materially adversely affected.

We have made significant investments in automation of our processes and systems, including moving our internal servers and expanding our support personnel in low cost centers. Any operational improvements we expect from these decisions may not be realized, which could reduce our forecasted economies of scale and negatively impact our results of operations.

Since 2010, we have made significant investments to automate our processes and systems, including moving our internal servers and expanding our support personnel in low cost centers in India, the Dominican Republic and Lithuania to aid automation and systems improvements. These changes are costly and may require further investment in the future, or we may make similar operational improvements that could result in more expenditure. Any operational improvements that we expect to derive from these decisions may not be realized if, among other things, automation does not provide the projected increased efficiencies or if automation increases the cost of maintenance of our processes and systems. Additionally, low cost centers may not remain cost-effective places for our personnel, and the cost of operating from these low cost centers may increase in the future. Consequently, our forecasted economies of scale and results of operations may suffer.

 

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Our acquisition of Zacco was financed by debt, and our resulting indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.

The Zacco Acquisition was financed by $94.6 million of incremental financing from facilities from HSBC Banking Group and Lloyds Banking Group, part of which was drawn down after March 31, 2023. On April 4, 2023 (the date of the subsequent drawdown), our total outstanding debt was $133.3 million. Our substantial indebtedness resulting from the Zacco Acquisition increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Our substantial indebtedness, combined with our other financial obligations and contractual commitments, could have important consequences. For example, it could:

 

   

make it more difficult for us to satisfy our obligations with respect to our indebtedness

 

   

make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation

 

   

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes

 

   

limit our flexibility in planning for, or reacting to, changes in our business and our industry

 

   

place us at a competitive disadvantage compared to our competitors that are less highly leveraged and therefore able to take advantage of opportunities that our indebtedness prevents us from exploiting

 

   

limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes.

Furthermore, our interest expense could increase if interest rates increase, because our debt bears interest at floating rates, which could adversely affect our cash flows. If we do not have sufficient earnings to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, which we might not be able to do.

Part of our revenue and Zacco’s revenue is seasonal by nature of the intellectual property solutions business, with historical performance indicating that the fourth and third financial quarters are our and Zacco’s strongest, respectively, which may cause our results of operations to fluctuate significantly.

Our intellectual property solutions business and that of Zacco’s is seasonal in nature, with patent and trademark filings tending to occur more often at the end of a calendar year and most of our contracts being one-year contracts that come up for renewal in the third fiscal quarter each year. Consequently, our historical performance indicates that OpSec’s strongest quarter is the fourth quarter and that Zacco’s strongest quarter is the third quarter. These trends may result in significant periodic fluctuations to our results of operations. Moreover, our results of operations could also suffer if we do not achieve revenue consistent with our expectations for periods of high renewals because many of our expenses are based on anticipated levels of annual revenue that we may not meet if our renewal rates are lower than excepted.

As an international business, we are exposed to fluctuations in currency exchange rates, which could adversely affect our cash flows and results of operations.

International markets are a substantial portion of our revenue, and we intend to expand our international presence. International revenue and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenue and profitability when translated into U.S. dollars for financial reporting purposes. Although the majority of our revenue is expected to be reported in U.S. dollars and our costs are primarily in U.S. dollars, as an international business, our businesses may occasionally invoice third-party

 

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customers in currencies other than the one in which they primarily do business, or in the customers’ functional currency. Movements in the invoiced currency relative to the functional currency could adversely impact our cash flows and our results of operations. As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. Our management intends to use financial instruments to hedge against currency fluctuations, but such actions may be ineffective or insufficient.

We have broad discretion in how we use the net proceeds from the Business Combination, and we may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive pursuant to the Business Combination with IVC Europe. Pubco’s management will have broad discretion in applying the net proceeds we receive upon consummation of the Business Combination. We may use the net proceeds for general corporate purposes, including working capital, operating expenses, possible acquisitions, and capital expenditures. We may also spend or invest these proceeds in a way with which our shareholders disagree. Pubco may invest the net proceeds from the offering in a manner that does not produce income or that loses value. The failure by Pubco’s management to use these funds effectively could harm our business and financial condition.

Any legal proceedings, investigations or claims against us or any of our subsidiaries could be costly and time-consuming to defend and could harm our business, results of operations and reputation, regardless of the outcome of such proceedings, investigations or claims, and our insurance coverage may be insufficient to cover all costs related to such claims.

We may in the future become subject to legal proceedings, investigations and claims, including claims that arise in the ordinary course of business, such as claims brought by our customers or partners in connection with commercial disputes, claims by end-users, claims or investigations brought by regulators or employment claims made by our current or former employees. Any litigation, investigation or claim, whether meritorious or not, could harm our reputation, will increase our costs and may divert management’s attention, time and resources, which may in turn harm our business, financial condition and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial condition, and results of operations.

The Pubco Articles provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, but there is uncertainty as to whether a court would enforce this provision.

The Pubco Articles, which will become effective upon the Closing, provide that U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, there is uncertainty as to whether a court would enforce this provision. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Because of Section 22, it is possible that a court might not allow application of the exclusive forum provision to suits brought to enforce any duty or liability created by the Securities Act, and we may incur additional costs defending such claims in a court not of our choosing.

Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters.

There is an increasing focus from regulators, certain investors, and other stakeholders concerning environmental, social and governance (“ESG”) matters, both in the United States and internationally. We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, diversity, responsible sourcing and social investments, and other matters, on our website, in our filings with the

 

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SEC, and elsewhere. These initiatives, goals, or commitments could be difficult to achieve and costly to implement. For example, we are undertaking energy reduction measures through the installation of more efficient equipment. We could fail to achieve, or be perceived to fail to achieve, our energy reduction targets or other ESG-related initiatives, goals or commitments. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals or commitments, or for any revisions to them. To the extent that our required and voluntary disclosures about ESG matters increase, we could be criticized for the accuracy, adequacy or completeness of such disclosures. Our actual or perceived failure to achieve our ESG-related initiatives, goals or commitments could negatively impact our reputation or otherwise materially harm our business.

We may be adversely affected by uncertainty, downturns, and changes in the markets that we serve.

Our performance depends on the financial health and strength of our customers, which in turn is dependent on the economic conditions of the markets in which we and our customers operate. Declines in the U.S. and global economies or continued economic uncertainty may lead customers to delay or reduce purchases of our products and services as they take measures to reduce their operating costs, including by delaying the development or launch of new products and brands and/or reducing brand integrity spending generally.

In addition, mergers or consolidations among our customers could reduce the number of our customers and potential customers. Continued consolidation could adversely affect our revenues even if these events do not reduce the activities of the consolidated entities. For example, when entities consolidate, overlapping services previously purchased separately are usually purchased only once by the combined entity, leading to loss of revenues. Other services that were previously purchased by one of the merged or consolidated entities may be deemed unnecessary or cancelled. Any such developments among our customers could materially and adversely affect our business, financial condition, results of operations and cash flows.

We may be unable to achieve some or all of the operational cost improvements and other benefits that we expect to realize.

We may not be able to realize all of the cost savings we expect to achieve. In connection with the Zacco acquisition, we have estimated the costs we will need to incur in order to operate as a combined company after the Zacco acquisition, as well as the annual cost savings derived from synergies with Zacco. While we intend to achieve additional annual cost savings through certain initiatives (e.g., operational cost improvements, automation of our processes using artificial intelligence, sometimes known as “AI,” and machine learning, sometimes known as “ML,” increased overall focus on cost control as a standalone company), we cannot assure you that we will be able to successfully realize the expected benefits of these initiatives. Higher than expected standalone overhead expenses, delays in the anticipated timing of activities related to such initiatives, increased difficulty and cost in operating as a combined company after the Zacco acquisition, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, inability to eliminate duplicative back office overhead or redundant selling and general and administrative functions and inability to avoid labor disruptions in connection with any integration of the foregoing could cause us not to realize some or all of the expected benefits of our initiatives. Our ability to successfully manage organizational changes is important for our future business’s success. In particular, our reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of organizational or other changes.

Moreover, our implementation of these initiatives may disrupt our operations and performance, and our estimated annual cost savings from these initiatives are based on several assumptions that may prove to be inaccurate; and, as a result, we might not realize these cost savings. If, for any reason, the benefits we realize are less than our estimates or our improvement initiatives adversely affect our operations or cost more or take longer to implement than we project, or if our assumptions prove inaccurate, our results of operations may be materially adversely affected.

 

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We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments, or dispositions.

We seek to achieve our growth objectives by (i) optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, cross-selling our products across our existing customer base, acquiring new customers and implementing operational efficiency initiatives; and (ii) through acquisitions, joint ventures, investments and dispositions. If we are unable to successfully execute on our strategies to achieve our growth objectives or drive operational efficiencies, or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and profitability could be adversely affected.

Acquisitions have historically been a significant part of our growth strategy. To the extent we continue to seek to grow our business through acquisitions, we may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to our company from a commercial perspective. In addition, competition for acquisitions in the markets in which we operate during recent years has increased, and may increase costs of acquisitions or cause us to refrain from making certain acquisitions. We may also be subject to increasing regulatory scrutiny from competition and antitrust authorities in connection with acquisitions. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, or that our acquired businesses will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.

In addition, we may incur earn-out and contingent consideration payments in connection with future acquisitions, which could result in a higher than expected impact on our future earnings. We may also finance future transactions through debt financing, the issuance of our equity securities, the use of existing cash, cash equivalents or investments or a combination of the foregoing. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flows to principal and interest payments and could subject us to restrictive covenants. Future acquisitions financed with our own cash could deplete the cash and working capital available to fund our operations adequately. Difficulty borrowing funds, selling securities or generating sufficient cash from operations to finance our activities may have a material adverse effect on our results of operations.

We may also decide from time to time to dispose of assets or product lines that are no longer aligned with strategic objectives and we deem to be non-core, and any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy. Once a decision to divest has been made, there can be no assurance that a transaction will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could negatively impact customer decision-making and cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. In addition, we expend costs and management resources to complete divestitures. Any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy.

Our business may be affected by changes in general economic conditions.

Concerns over inflation, geopolitical issues, the U.S. financial markets, foreign exchange rates, capital and exchange controls, unstable global credit markets and financial conditions, the COVID-19 pandemic, supply chain disruptions and economic issues, have led to periods of significant economic instability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, and increased unemployment rates. Our general

 

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business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly and more dilutive. In addition, there is a risk that one or more of our current or future third-party suppliers and other partners could be negatively affected by difficult economic times, which could adversely affect our ability to attain our operating goals on schedule and on budget or meet our business and financial objectives. If our future customers significantly reduce spending in areas in which our products and services are utilized, or prioritize other expenditures over our products and services, our business, financial condition, results of operations and prospects would be materially adversely affected.

In addition, the occurrence of catastrophic events, such as hurricanes, storms, earthquakes, tsunamis, floods, medical epidemics and other catastrophes that adversely affect the business climate in any of our markets could have a material adverse effect on our business, financial condition and results of operations.

We incur a material interest burden, which represents an ongoing cost. If other risk factors are realized so that our free cash generation is impeded, it could adversely affect our ability to service our debt or obtain additional financing.

We bear a substantial interest burden, including $1.5 million of interest in fiscal year that ended March 31, 2022 and $3.4 million of interest in the fiscal year that ended March 31, 2023. The majority of this interest is attributable to the interest on our term loan facility with HSBC that was refinanced in April 2022. If and to the extent the other risk factors discussed in this proxy statement/prospectus are realized in a way that impedes are free cash generation, our ability to service our debt obligations could be harmed. Additionally, if our free cash generation is impeded and if interest rates generally increase or we are otherwise required to bear higher interest rates for our future borrowings, our interest burden could increase and we may be unable to refinance our debt obligations on terms favorable to us, which may adversely affect our financial condition and results of operations.

Any material disruption in our information technology networks or systems could adversely affect our business.

We rely on information technology networks and systems to operate and manage our business. Our information technology networks and systems process, transmit and store personal and financial data and proprietary information of our business, allow us to coordinate our business across our offices and allow us to communicate with our employees and externally with customers, suppliers, partners and other third parties. These information technology networks and systems, and the data processed, transmitted and stored thereon, may be susceptible to cyberattacks, viruses, malware or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, personal or financial data or our proprietary information. Any of the foregoing could cause substantial harm to our business, require us to make notifications to governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.

If we or our third-party service providers experience a security breach, or if unauthorized parties otherwise obtain access to our data, including our customers’ data, partners’ data or other personal data, our reputation may be harmed, demand for services may be reduced and we may incur significant liabilities.

Our services involve the storage, processing, collection and transmission of intellectual property and data, including confidential and sensitive information of our customers and suppliers, our proprietary business information and personal data of our employees and customers. Similar to other global multinational companies that provide services online, we experience cyber-threats, cyber-attacks and other attempts to breach the security

 

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of our systems. Any security breach, including those resulting from a cybersecurity attack, phishing attack, human error, hacking, natural disasters, fire, terrorism, war, electrical failures or any unauthorized access, unauthorized usage, virus or similar breach or disruption could result in any of the following:

 

   

unauthorized access to, or the loss, destruction, use, alteration, disclosure, or acquisition of, data

 

   

damage to our reputation

 

   

litigation

 

   

regulatory investigations

 

   

other liabilities.

These attacks may come from individual hackers, criminal groups and state-sponsored organizations. If our security measures are breached as a result of third-party action, employee error, a defect or bug in our products or those of our third-party suppliers or partners, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our data, including our confidential, sensitive, personal or other information about individuals, or any proprietary information about our products, or any of these types of information is stolen, lost, destroyed or used, altered, disclosed or acquired without authorization, our reputation may be damaged, our business may suffer, and we could incur significant liability and regulatory enforcement. Cyberattacks could include the deployment of harmful malware, “phishing attacks”, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. The use of cloud-based computing also creates opportunities for the unintentional dissemination or intentional destruction of confidential information stored in our or our third-party providers’ systems, portable media or storage devices. Furthermore, as a result of the COVID-19 pandemic, we may also face increased cybersecurity risks due to our reliance on Internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. If any of these cyberattacks were successful, they could lower our revenue and operating income and increase costs.

Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain and receive timely payments from existing customers. Further, we could be required to expend significant capital and other resources to address any data security incident or breach, which may not be covered or fully covered by our insurance and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement or other services.

We engage third-party service providers to store and otherwise process some of our data, including personal data and confidential and sensitive information. Our service providers may also be the targets of cyberattacks, malicious software, phishing schemes and fraud. Our ability to monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration or destruction of our data, including confidential data and personal and sensitive information.

Cyber-threats in particular vary in technique and sources, are persistent, frequently change and are becoming increasingly more sophisticated, targeted, difficult to detect and prevent against and, in some instances, are not identified until after they have been launched against a target. Some of our products, in particular those used to detect and protect against domain name infringements, have been, and will continue to be, the targets of cyber-attacks due to the nature of the services they provide. We and our service providers may be unable to anticipate these threats, react in a timely manner, or implement adequate preventative and mitigating measures. If we are unable to efficiently and effectively maintain and upgrade our system safeguards, we may incur unexpected costs and certain of our systems may become more vulnerable to unauthorized access or disruption.

 

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Any significant disruption in or unauthorized access to our information technology networks or systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of our products or services, unauthorized disclosure of data, or theft or tampering of intellectual property or technology, which could adversely impact our business.

Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance and security of our computer systems and other technology and those of third parties that we utilize in our operations. If such third parties do not maintain adequate security measures or do not perform as anticipated and in accordance with contractual requirements, we may be impacted by cybersecurity risks that include cyber-attacks, computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions, operational difficulties and increased costs. Furthermore, these systems may be subject to damage or interruption from natural disasters, terrorist attacks, power loss or telecommunications failures.

Significant disruptions of our information technology systems or security breaches could adversely affect our business operations and/or result in the loss, misappropriation, and/or unauthorized access, use or disclosure of, or the prevention of access to, confidential information (including trade secrets or other intellectual property, proprietary business information and personal data), and could result in financial, legal, business and reputational harm to us. Despite our efforts to ensure the security, privacy, integrity, confidentiality and availability of our information technology networks and systems, processing and information, we may not be able to anticipate or implement effective preventive and remedial measures against all data security and privacy threats. We cannot guarantee that the recovery systems, security protocols, network protection mechanisms and other security measures that we or our third-party providers have integrated into our or their systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches will be adequate to prevent or detect service interruption, system failures, data loss or theft, or other material adverse consequences. No security solution, strategy, or measures can address all possible security threats or block all methods of penetrating a network or otherwise perpetrating a security incident. The risk of unauthorized circumvention of our security measures has been heightened by advances in computer and software capabilities, including the general availability of generative AI systems, and the increasing sophistication of hackers who employ complex techniques, including without limitation, the theft or misuse of personal and financial data, counterfeiting, “phishing” or social engineering, ransomware, extortion, publicly announcing security breaches, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft. Furthermore, because the techniques used to sabotage, disrupt or obtain unauthorized access to our systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently and often are not recognized until launched against a target, we or our third-party providers may be unable to implement adequate preventative measures or stop security breaches while they are occurring. We or our third-party providers may also experience security breaches that may remain undetected for an extended period. Even if identified, we or our third-party providers may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence, or we or our third-party providers may be unable to repair our or their systems in an efficient and timely manner. In addition, laws, regulations, government guidance, and industry standards and practices are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements from regulators and incur additional costs for oversight and monitoring of security risks relating to our own supply chain.

If we or our third-party providers were to experience a significant cybersecurity breach of our or their information technology systems or data, the costs associated with the investigation, remediation and potential notification of the breach to counterparties and data subjects could be material. Unauthorized access to our systems, networks or physical facilities could result in litigation with our customers or other relevant stakeholders, which may result in a loss of customers and adversely affect our business. These proceedings could also force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation.

Further, we may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that may arise out of incidents or

 

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breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us, exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms, or at all, or that our insurers will not deny coverage as to all or part of any future claim or loss.

Further, the COVID-19 pandemic has resulted in a significant number of our employees and partners working remotely, which increases the risk of a data breach or issues with data or cybersecurity. To the extent that any disruption or security breach results in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our future product candidates could be delayed.

We rely upon third-party cloud computing services and other data centers to support our operations, and any disruption of or interference with our use of such service or material change to our arrangement with these providers could adversely affect our business.

We currently host the majority of our computing on distributed computing infrastructure platforms for business operations, or what is commonly referred to as “cloud” computing services. We do not have control over the operations of the facilities of the third-party cloud computing services that we use. These facilities are vulnerable to damage or interruption from natural disasters, cyber security attacks, terrorist attacks, power losses, telecommunications failures, or other unanticipated problems which could result in lengthy interruptions to our operations. In the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These facilities could also be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Our uninterrupted use of these third-party cloud computing services is critical to our success. This, coupled with the fact that we cannot easily switch our cloud computing operations to another cloud provider, means that any disruption of or interference with our use of our current third-party cloud computing services could disrupt our operations and our business would be adversely impacted.

Our third-party cloud computing service providers provide us with their standard computing and storage capacity, service level agreements, and related support in exchange for timely payment by us under the terms of our agreements, which continue until terminated by either party. Such providers may terminate the agreement with or without cause by providing written notice, including any material default or breach of the agreement by us that we do not cure. If any of our arrangements with our third-party cloud computing service providers are terminated, we could experience interruptions in our products and services, as well as delays and additional expenses in arranging new facilities and services.

Our third-party cloud computing service providers also do not have an obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements on commercially reasonable terms, our agreements are prematurely terminated, or we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If these providers increase the cost of their services, we may have to increase fees to our customers, and our results of operations may be adversely impacted.

The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds between our companies pursuant to, for

 

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example, purchase agreements, licensing agreements or other arrangements. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, changes in the tax laws or tax treaties (or their interpretation, for example, see below in relation to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting) of the countries in which we operate may severely and adversely affect our ability to efficiently realize income or capital gains or mitigate withholding taxes and may subject us to tax and return filing obligations in such countries. Such changes may increase our tax burden and/or may cause us to incur additional costs and expenses in compliance with such changes. In addition, the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness. If any applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes, the reallocation of income or other consequences that could have a material adverse effect on our business, financial condition and results of operations.

In addition, the U.S. Congress, the U.K. Government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of  “base erosion and profit shifting” where payments are made between affiliates in different jurisdictions, sometimes for tax optimization reasons. The OECD’s base erosion and profit shifting (“BEPS”) initiative is aimed at addressing some of these issues, which includes introducing provisions limiting the deductibility of interest for tax purposes by reference to the percentage of relevant EBITDA of the paying entity or the relevant group and disallowing deductibility arising out of so-called “hybrid mismatches.”

The BEPS initiative also proposes to transpose certain measures into existing tax treaties of participating states. Such measures include the inclusion in tax treaties of one, or both, of a “limitation-on-benefit” (“LOB”) rule and a “principle purposes test” (“PPT”) rule. The application of the LOB rule or the PPT rule could deny the availability of tax treaty benefits (such as a reduced rate of withholding tax) under tax treaties on which we currently rely. Such changes are to be implemented by the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting, which currently has been signed by over 75 jurisdictions.

Also, within the European Union, the European Council Directive 2016/1164 (Anti-Tax Avoidance Directive (“ATAD”)) required EU member states to transpose certain measures into national legislation by December 31, 2018, including provisions similar to those outlined above. ATAD has been supplemented by European Council Directive 2017/952 (“ATAD II”). EU member states were required to transpose ATAD II into national legislation by December 31, 2019.

Another example of the extended focus on issues related to the taxation of multinational corporations are the proposals by the European Commission, the United Kingdom, the United States, and other jurisdictions to introduce a digital services tax, which at the date hereof are generally still either under consultation or have not yet been formally implemented. The scope of any future changes in this area are likely to be wide-ranging and may result in companies being subject to tax in jurisdictions in which they may not otherwise have a taxable presence on revenues generated by reference to certain digital services, including the supply of advertising space, the supply of online marketplaces and the transmission of collected user data. The full impact of these initiatives, directives and tax rules remains unclear but the outcome may increase our tax burden (and in addition, may also necessitate additional expenditure on compliance and result in other costs and expenses being incurred) which, as a result, could adversely affect our business, financial condition and results of operations. In addition to this, the OECD and relevant jurisdictions are in the process of implementing rules, expected to be effective from January 2024, to ensure that a “minimum level of tax” of 15% is paid by multinational groups on their profits for groups with a consolidated revenue of 750 million euros or more.

 

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Our international operations require us to comply with various trade restrictions, such as sanctions and export controls.

We are subject to various trade restrictions, including trade and economic sanctions and export controls (collectively, “Trade Controls”), imposed by governments around the world with jurisdiction over our operations. Such Trade Controls prohibit or restrict transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea, Russia and the Crimea Region of Ukraine, the Donetsk People’s Republic, and the Luhansk People’s Republic. Our failure to successfully comply with applicable Trade Controls may expose us to legal, business or reputational harm, possibly including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other measures. Investigations of alleged violations can be expensive and disruptive.

We endeavor to conduct our activities in compliance with applicable Trade Controls and maintain policies and procedures reasonably designed to promote compliance, especially in situations where our business requires us to act on behalf of our clients in sanctioned countries, particularly in Russia. However, we cannot guarantee that our policies and procedures will be effective in preventing violations, which could adversely affect our business, reputation, financial condition and results of operations. Further, we cannot predict the nature, scope or effect of future regulatory requirements, including changes that may affect existing regulatory exceptions, and we cannot predict the manner in which existing laws and regulations might be administered or interpreted.

Our international operations subject us to increased risks.

We have international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. We have expanded our presence in a number of major regions, including certain emerging markets such as India and the Asia Pacific region, and we plan to continue such expansion. Our international operations are subject to the following risks, among others:

 

   

political instability

 

   

international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions

 

   

differing economic cycles and adverse economic conditions

 

   

unexpected changes in regulatory environments and government interference in the economy

 

   

changes to economic sanctions laws and regulations, including regulatory exemptions that currently authorize certain of our limited dealings involving sanctioned countries

 

   

varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries

 

   

differing labor regulations, particularly in India where we have a significant number of employees

 

   

foreign exchange controls and restrictions on repatriation of funds

 

   

fluctuations in currency exchange rates

 

   

exposure to currency control laws and regulations

 

   

inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws

 

   

insufficient protection against product piracy and differing protections for intellectual property rights

 

   

varying attitudes towards censorship and the treatment of information service providers by foreign governments, in particular in emerging markets

 

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difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce

 

   

differing business practices, which may require us to enter into agreements that include non-standard terms

 

   

difficulties in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products and services.

Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially affected.

We are subject to import and other international risks as a result of our reliance on foreign manufacturers and vendors to supply a significant portion of our merchandise.

We rely on foreign manufacturers and vendors to supply a significant portion of the components used in our physical brand security products. Our significant international supply chain increases the risk that we will not have adequate and timely supplies of various components due to local political, economic, social or environmental conditions, political instability, international conflicts, acts of terrorism, natural disasters, epidemics (including the COVID-19 pandemic), transportation delays, dock strikes, inefficient freight requirements, restrictive actions by foreign governments, changes in foreign laws, trade policy and regulations affecting exports, or changes in U.S. laws, trade policy and regulations affecting imports or domestic distribution.

All of our products manufactured overseas and imported into the United States are subject to duties collected by the U.S. Customs Service. We may be subjected to additional duties or tariffs, significant monetary penalties, the seizure and forfeiture of the products we are attempting to import or the loss of import privileges if we or our vendors are found to be in violation of U.S. laws and regulations applicable to the importation of our products. Tariffs also can impact our or our vendors’ ability to source product efficiently or create other supply chain disruptions. The U.S. government has enacted certain tariffs and proposed additional tariffs on many items sourced from China. We may not be able to fully or substantially mitigate the impact of these or future tariffs, pass price increases on to our clients or secure adequate alternative sources of components, which would have a material adverse effect on our business, results of operations and financial performance.

Actions by governments that restrict access to our platform in their countries could substantially harm our business and financial results.

Governments of one or more countries in which we operate from time to time seek to censor the Internet, restrict access to selected foreign websites from their country, or otherwise impose restrictions if they consider such information or the provision thereof is in violation of their laws or regulations.

Governmental authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or for other reasons. In the event that the information and analytics provided on our platform is subject to censorship, or any governmental authorities restrict access to our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face restrictions, our ability to maintain or expand our geographical markets may be adversely affected, and our business operations and financial results could be adversely affected.

Our intellectual property rights, know-how and innovations may not be adequately protected, which may adversely affect our financial results.

We believe that our product development, brand recognition and reputation, and the technological and innovative skills of our personnel are essential to establishing and maintaining our leadership position. We rely

 

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on a combination of patent, copyright, trademark, trade secret protection, confidentiality procedures, technical measures and contractual agreements with our customers, employees and service providers to establish and protect our intellectual property rights, know-how and innovations in our products and services. If we fail to protect our intellectual rights, know-how or innovations, our competitive position could suffer, which could adversely affect our business, financial condition and results of operations.

Piracy and unauthorized use of proprietary rights is a prevalent problem in general. We may be forced to initiate litigation or other enforcement actions against third parties to protect our know-how and innovations or enforce our intellectual property rights. Litigating claims related to the enforcement of intellectual property rights is very expensive and can be burdensome in terms of management time and resources, which could adversely affect our business, financial condition and results of operations. The risk of not adequately protecting our intellectual property rights and our exposure to competitive pressures may be increased if a competitor should resort to unlawful means in competing against us or design around our intellectual property rights. Moreover, the scope of our intellectual property rights may not prevent competitors from designing around such rights.

In addition, our legal rights and contractual agreements may provide only limited protection. Some of the content and data we use in our products and services is not proprietary to us, and can be obtained for free from public sources. Additionally, third parties may be able to copy, infringe or otherwise profit from our products and services without authorization and the Internet may facilitate these activities. Moreover, it is technically possible for customers of certain of our products or services to make unauthorized copies of the content and data and distribute them beyond our control.

We also conduct business in some countries where the extent of effective legal protection for intellectual property rights is uncertain. Even if we have intellectual property rights, there is no guarantee that such rights will provide adequate protection of our databases, software or other items we consider proprietary. If we are not able to protect our intellectual property rights, our business, financial condition, and results of operations may be adversely affected.

Some of our competitors may also be able to develop new products or services that are similar to ours without infringing our intellectual property rights, which could adversely affect our financial condition and results of operations.

We may face intellectual property infringement or misappropriation claims that could be costly to defend and result in our loss of significant rights.

From time to time, we may receive notices from third parties claiming infringement by our products and services of third-party patent and other intellectual property rights. As the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe, misappropriate or otherwise violate such party’s intellectual property rights. In addition, there is a growing occurrence of patent suits being brought by non-practicing organizations that use patents to generate revenues without manufacturing, promoting or marketing products or services or investing in R&D to commercialize products or services. These organizations continue to be active and target whole industries as defendants. We may not prevail in any such suit given the complex technical issues and inherent uncertainties in intellectual property litigation. If a suit against us is successful for infringement, misappropriation or other violation of intellectual property, we may be required to compensate the third party bringing the suit either by paying a lump sum or ongoing license fees to be able to continue selling a particular product or service. This type of compensation could be significant. We might also be prevented or enjoined by a court from continuing to provide the affected product or service and may be forced to significantly increase our development efforts and resources to redesign such product or service. We may also be required to defend or indemnify any customers, partners, contractors or agents who have been sued for allegedly infringing a third party’s patent in connection with using one of our products or services. Responding to intellectual property claims, regardless of the validity

 

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or such claims, can be time-consuming for our personnel and management, result in costly litigation, cause product shipment delays, cause unavailability of our products or services delivered electronically and harm our reputation, any of which could adversely affect our results of operations.

Risks Related to OpSec’s Regulatory Environment

We are subject to laws and regulations worldwide, many of which are unsettled and still developing and which could increase our costs or materially and adversely affect our business.

We are subject to a variety of laws internationally that affect our business, including, but not limited to, laws regarding patents, trademarks, employment, safety, anti-money laundering and taxation, all of which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting and compliance with laws, regulations and similar requirements may be burdensome and expensive. Laws and regulations may be inconsistent from jurisdiction to jurisdiction, which may increase the cost of compliance and doing business. Any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation, could make our products and services less attractive to our customers or cause us to change or limit our ability to sell our products and services. We expect to put in place policies and procedures designed to ensure compliance with applicable laws and regulations, but we cannot assure you that our employees, contractors or agents will not violate such laws and regulations or our policies and procedures.

It is difficult to predict how existing or new laws may be applied. If we become liable, directly or indirectly, under these laws or regulations, our reputation and results of operations could be harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our solutions and offerings, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business, financial condition or results of operations.

We are subject to laws and regulations concerning our collection, storage, sharing, disclosure, use and other processing of customer information and other sensitive data, and our actual or perceived failure to comply with data privacy and security laws and regulations could result in enforcement actions against us, damage our reputation and brand and harm our business and results of operations.

In the ordinary course of business, we collect, store, transmit and otherwise process information, including personal data, in relation to our current, past or potential customers, business partners, employees and contractors. We face particular privacy, data security, and data protection risks in connection with requirements of the European General Data Protection Regulation 2016/679 (known as the “GDPR”), national implementing legislation of the GDPR, and U.K. Data Protection Act 2018 (known as the “U.K. GDPR”) and other data protection regulations in the European Economic Area and the United Kingdom. Among other stringent requirements, the GDPR and U.K. GDPR restrict transfers of data outside of the European Economic Area and United Kingdom to third countries deemed to lack adequate privacy protections (such as the United States), unless an applicable valid data transfer mechanism is implemented or an Article 49 GDPR or U.K. GDPR derogation applies. A July 16, 2020 decision of the European Court of Justice invalidated a key mechanism for lawful data transfer to the United States and called into question the viability of its primary alternative, the standard contractual clauses. While the European Commission has since then published revised standard contractual clauses and the United Kingdom has implemented its own U.K.-specific international data transfer agreement and addendum to the European Commission’s standard contractual clauses, each of which must be used for relevant new and existing data transfers, we and many other companies may need to implement different or additional measures to establish or maintain legitimate means for the transfer of personal data from the European Economic Area or the United Kingdom to the United States and other third countries, and we may, in addition to other impacts, experience additional costs associated with increased compliance burdens. We

 

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currently rely on the standard contractual clauses to transfer personal data outside the European Economic Area and the United Kingdom, including to the United States among other data transfer mechanisms pursuant to the GDPR and U.K. GDPR. Other countries have enacted or are considering enacting similar cross-border data transfer rules or data localization requirements. Since this area and the enforcement landscape relating to it further develop, we could (i) suffer additional costs, complaints and/or regulatory investigations or fines; (ii) have to stop using certain tools and vendors and make other operational changes; or (iii) have to implement revised standard contractual clauses for existing intragroup, customer and vendor arrangements within required time frames. These developments could also limit or otherwise affect our future ability to deliver our products or services in the European Economic Area, the United Kingdom and other markets.

Fines for certain breaches of the GDPR and the U.K. GDPR are significant: administrative fines for certain breaches of the GDPR or the U.K. GDPR are up to the greater of 20 million euros or £17.5 million or 4 percent of total global annual turnover. Since the GDPR and U.K. GDPR are separate regimes, fines could arise under each in respect of a single incident, to the extent it affects European Economic Area and United Kingdom personal data. In addition to the foregoing, a breach of the GDPR or U.K. GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of our data, enforcement notices, and/or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

We are also subject to evolving EU and U.K. privacy laws on cookies and e-marketing. In the European Union and United Kingdom, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR and the U.K. GDPR also impose conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. Recent European court and regulatory decisions, regulatory guidance and campaigns by a not-for-profit organization are driving increased attention to cookies and other tracking technologies. If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases in recent guidance and decisions continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. The current EU laws on e-marketing are highly likely to be replaced across the European Union (but not the U.K.) with a European Union regulation known as the e-Privacy Regulation which, though still in development, will if adopted, impose new obligations on the use of personal data in the context of electronic communications, particularly in relation to online tracking technologies and direct marketing, and significantly increase regulators’ ability to impose fines for non-compliance.

In the United States, there are numerous federal and state data privacy and protection laws and regulations governing the collection, use, disclosure, protection and other processing of personal data, including federal and state data privacy laws, data breach notification laws and consumer protection laws. We are, or may become, subject to these laws and regulations. A number of state legislatures have adopted legislation that regulates how businesses operate online, including measures relating to privacy, data security and data breaches. Such legislation includes the California Consumer Privacy Act of 2018 (“CCPA”), which became effective in January 2020, created new privacy rights for consumers residing in the state and imposes obligations on companies relating to the access to, deletion of, sharing of and processing of personal data, including an obligation to provide certain new disclosures to such residents. Specifically, among other things, the CCPA creates new consumer rights, and imposes corresponding obligations on covered businesses, relating to the access to, deletion of, and sharing of personal data collected by covered businesses, including California residents’ right to access and delete their personal data, opt out of certain sharing and sales of their personal data, and receive detailed information about how their personal data is used. The scope of personal data regulated by the CCPA is broad, and the CCPA allows for the state regulator to impose civil penalties for violations, as well as providing a private right of action for certain data breaches that result in the loss of certain categories of personal data. This private

 

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right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. California voters also passed the California Privacy Rights Act (“CPRA”), which came into effect on January 1, 2023. The CPRA significantly modified the CCPA, including by imposing additional obligations on covered companies and expanding California residents’ rights with respect to personal data, including certain categories of sensitive personal data, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. More recently, multiple states have enacted, or are expected to enact, similar laws. For example, similar general privacy laws have been adopted and come into effect in Virginia, Connecticut and Colorado, and similar laws have been adopted and will come into effect in several other states, including Utah, Oregon, Iowa and Indiana. There is also discussion in Congress of a new comprehensive federal data protection and privacy law to which we likely would be subject if it is enacted. Such new laws and proposed legislation, if passed, could have conflicting requirements that could make compliance challenging, require us to expend significant resources to come into compliance, and restrict our ability to process certain personal data.

We are subject to anti-corruption, anti-bribery, anti-money laundering, economic and trade sanctions and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.

We may be subject to certain anti-corruption, anti-bribery, anti-money-laundering, and economic and trade sanctions laws, including those that are administered by the United Kingdom, European Union, United States and the U.N. Security Council, and other relevant governmental authorities.

We are also subject to the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), the U.S. Foreign Corrupt Practices Act (the “FCPA”), and other anti-bribery laws in countries in which we conduct our activities. The FCPA prohibits us and our officers, directors, employees, contractors, agents and business partners acting on our behalf, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or otherwise securing an improper advantage to obtain or retain business. The FCPA further requires companies listed on U.S. stock exchanges to make and keep books and records that accurately reflect transactions and dispositions of assets and to maintain a system of internal accounting controls. The U.K. Bribery Act also prohibits: (i) “commercial” bribery” of private parties, in addition to bribery involving domestic or foreign officials; (ii) the acceptance of bribes, as well as the giving of bribes, and (iii) “facilitation payments”, meaning generally low-level payments designed to secure or expedite routine governmental actions or other conduct to which persons are already under obligations to perform. The U.K Bribery Act also creates an offence applicable to corporate entities for failure to prevent bribery by our employees, officers, directors and other third parties acting on our behalf, to which the only defense is to maintain “adequate procedures” designed to prevent such acts of bribery.

As we increase our global sales and business, we may engage with partners and third-party intermediaries to market our products and obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities (in addition to private customers). We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not authorize such activities.

Our customers may be subject to sanction laws of the United Kingdom, European Union and United States, and other applicable jurisdictions, such as those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.N. Security Council, His Majesty’s Treasury and other relevant sanctions authorities, which may prohibit the sale of products or provision of services to embargoed jurisdictions or to individuals and entities targeted by such sanctions. If we are found to be in violation of any applicable sanctions regulations, it can result in significant fines or penalties and possible incarceration for responsible employees and managers, as well as reputational harm and loss of business.

We have in place internal controls commensurate with our stage of development, and, as our business matures and evolves, we intend to implement further necessary controls, policies, procedures and systems to

 

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promote compliance with anti-corruption, anti-money laundering, export control, economic and trade sanctions and other trade laws. Despite our compliance efforts and activities, there can be no assurance that our employees or representatives will comply with the relevant laws or with our policies, procedures, systems and controls, or that our internal controls will effectively detect and prevent all violations of applicable law by our employees, consultants, contractors, agents or other third parties acting on our behalf, and we may be held responsible. Non-compliance or even suspected non-compliance with anti-corruption, anti-money laundering, export control, economic and trade sanctions and other trade laws could subject us to whistleblower complaints, investigations, prosecution, or other enforcement actions, which could lead to disclosures, sanctions, settlements, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are initiated, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially harmed. Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees. As a general matter, enforcement actions and sanctions could harm our business, financial condition and results of operations.

We are subject to government procurement and contracting regulations, including the Federal Acquisition Regulation (the “FAR”).

We may be subject to government procurement and contracting regulations, including the FAR. The FAR gover