Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On March 7, 2023, Investcorp Europe Acquisition Corp I (the "Company") entered
into a non-interest bearing convertible unsecured loan (the "Loan") in the
principal amount of up to $2,000,000 from the Company's sponsor, Europe
Acquisition Holdings Limited, an exempted company incorporated in the Cayman
Islands, or an affiliate thereof (the "Sponsor") to provide the Company with
additional working capital during the proposed Extension (as defined below), and
to fund the initial Contributions described in Item 8.01. The portion of the
Loan used to provide the Company with additional working capital during the
Extension will not be deposited into the Company's trust account (the "Trust
Account").
If the Company does not consummate an initial business combination by the
Extended Date (as defined below), the Loan will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or otherwise
forgiven. The Contributions are conditioned on the approval of the Extension
Amendment Proposal (as defined below) and the implementation of the Extension.
If at any time following the Extraordinary General Meeting (as defined below),
the Company's board of directors (the "Board") determines that the Company will
not be able to consummate an initial business combination by the Extended Date
and that the Company shall instead liquidate, the Sponsor's obligation to
continue to make Contributions shall cease immediately upon such determination.
A copy of the Loan is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosure as set forth in this
Item 2.03 is intended to be a summary only and is qualified in its entirety by
reference to the Loan.
Item 8.01 Other Events
While the Company is currently in discussions regarding business combination
opportunities and has signed a non-binding letter of intent with a target, the
Board has determined that there may not be sufficient time before March 17, 2023
to consummate an initial business combination. Therefore, the Board has
determined the Extension Amendment Proposal is in the best interests of the
Company's shareholders.
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If the Extension Amendment Proposal is approved at the Company's Extraordinary
General Meeting, the Sponsor has agreed, by making monthly advancements on the
Loan, to contribute (each such contribution, a "Contribution") into the Trust
Account the lesser of (x) an aggregate of $350,000 or (y) $0.03 per share for
each Class A ordinary share included as part of the units sold in the Company's
initial public offering (including any shares issued in exchange thereof) that
are not redeemed at the Extraordinary General Meeting for each monthly period
(commencing on March 17, 2023 and ending on the 17th day of each subsequent
month), or portion thereof, until the earlier of the completion of the initial
business combination and the Extended Date. For the avoidance of doubt, the
maximum aggregate Contributions to the Trust Account shall not exceed $3,150,000
based on up to nine monthly Contributions through the Extended Date. The funds
in the Trust Account will remain invested in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds
investing solely in U.S. government treasury obligations.
Supplement to the Definitive Proxy Statement
As previously announced, the Company will hold an extraordinary general meeting
(the "Extraordinary General Meeting") on March 14, 2023, to consider and vote
upon, among other things, a proposal (the "Extension Amendment Proposal") to
extend the date by which the Company must complete a business combination from
March 17, 2023 (which is 15 months from the closing date of the Company's
initial public offering) to December 17, 2023 (such date, the "Extended Date").
The Company has determined to supplement the Company's definitive proxy
statement related to the Extraordinary General Meeting as set forth below (the
"Proxy Supplement") to provide information about the letter of intent and the
proposed Contributions and to update the information provided regarding the
Sponsor's right to extend the time to consummate a business combination.
There is no change to the location, the record date, or any of the proposals to
be acted upon at the Extraordinary General Meeting.
SUPPLEMENT TO PROXY STATEMENT
OF
INVESTCORP EUROPE ACQUISITION CORP I
Dated March 7, 2023
The following disclosures in this Current Report on Form 8-K supplement, and
should be read in conjunction with, the disclosures contained in the Company's
definitive proxy statement (the "Definitive Proxy Statement"), filed with the
Securities and Exchange Commission (the "SEC") on February 28, 2023, which
should be read in its entirety. To the extent the information set forth herein
differs from or updates information contained in the Definitive Proxy Statement,
the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy
Statement remains unchanged.
As provided in the Definitive Proxy Statement, the Company is seeking
shareholder approval of, among other things, the extension (the "Extension" and
such proposal, the "Extension Amendment Proposal") of the time period during
which the Company has to complete an initial business combination from March 17,
2023 to December 17, 2023 (such date, the "Extended Date") and a proposal to
remove from the Company's Amended and Restated Memorandum and Articles of
Association ("the Articles") the limitation that the Company shall not redeem
Class A ordinary shares included as part of the units sold in its initial public
offering (including any shares issued in exchange thereof, the "public shares")
to the extent that such redemption would cause the Company's net tangible assets
to be less than $5,000,001. The purpose of the supplemental disclosures is to
provide an update on the Company's discussions with a counterparty to a
potential business combination and the proposed contributions to the Company's
trust account in connection with the Extension.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement.
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Extension Option
The purpose of the Extension Amendment is to allow us more time to enter into
and consummate a business combination. The Articles currently provide that we
have until March 17, 2023 to consummate our initial business combination (the
"Combination Period"). Europe Acquisition Holdings Limited, an exempted company
incorporated in the Cayman Islands, or an affiliate thereof (the "Sponsor") has
the right to extend the Combination Period by three months by paying an
additional $3,450,000 into the Trust Account (an "Extension Option"). Our
Sponsor may exercise the Extension Option twice, allowing for up to an
additional six months (for a total of 21 months) to complete a business
combination. Our Sponsor currently has no intention of exercising an Extension
Option. If the Extension Amendment Proposal is approved, the Extension Option
will be eliminated.
Letter of Intent
While the Company is currently in discussions regarding business combination
opportunities and has signed a non-binding letter of intent with a target, the
board has determined that there may not be sufficient time before March 17, 2023
to consummate an initial business combination. Therefore, the Company's board of
directors has determined the Extension Amendment Proposal is in the best
interests of the Company's shareholders.
Contributions to Trust Account
On March 7, 2023, the Company entered into a non-interest bearing convertible
unsecured loan (the "Loan") in the principal amount of up to $2,000,000 from the
Sponsor to provide the Company with additional working capital during the
proposed Extension, and to fund the initial Contributions described herein. If
the Extension Amendment Proposal is approved at the Extraordinary General
Meeting, the Sponsor has agreed, by making monthly advancements on the Loan, to
contribute (each such contribution, a "Contribution") into the Company's Trust
Account the lesser of (x) an aggregate of $350,000 or (y) $0.03 per share for
each of the public shares that are not redeemed at the Extraordinary General
Meeting for each monthly period (commencing on March 17, 2023 and ending on the
17th day of each subsequent month), or portion thereof, until the earlier of the
completion of the initial business combination and the Extended Date. For the
avoidance of doubt, the maximum aggregate Contributions to the Trust Account
shall not exceed $3,150,000 based on up to nine monthly Contributions through
the Extended Date. The funds in the Trust Account will remain invested in U.S.
government treasury obligations with a maturity of 185 days or less or in money
market funds investing solely in U.S. government treasury obligations.
The portion of the Loan used to provide the Company with additional working
capital during the Extension will not be deposited into the Trust Account.
If the Company does not consummate an initial business combination by the
Extended Date, the Loan will be repaid only from funds held outside of the Trust
Account or will be forfeited, eliminated or otherwise forgiven. The
Contributions are conditioned on the approval of the Extension Amendment
Proposal and the implementation of the Extension. If at any time following the
Extraordinary General Meeting, the Board determines that the Company will not be
able to consummate an initial business combination by the Extended Date and that
the Company shall instead liquidate, the Sponsor's obligation to continue to
make Contributions shall cease immediately upon such determination.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally relate to future events
or the Company's future financial or operating performance. Certain of these
forward-looking statements can be identified by the use of words such as
"believes," "expects," "intends," "plans," "estimates," "assumes," "may,"
"should," "will," "would," "seem," "anticipates," "seeks," "future," "predicts,"
"potential" or "continue" or the negatives of these terms or variations of them
or similar terminology, but the absence of these words does not mean that a
statement is not forward-looking. Such statements may include, but are not
limited to, statements regarding the proposed Contributions. These statements
are based on current expectations on the date of this announcement and involve a
number of risks and uncertainties that may cause actual results to differ
significantly. Many actual events and circumstances are beyond the control of
the Company. These forward looking statements are subject to a number of risks
and uncertainties, including: the Company's ability to enter into definitive
agreements or consummate a transaction with an initial business combination
target; the amount of
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redemption requests made by the Company's shareholders and the amount of funds
remaining in the Trust Account after satisfaction of such requests; and those
factors discussed in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 under the heading "Risk Factors," and other
documents of the Company filed, or to be filed, with the SEC. If the risks
materialize or assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There
may be additional risks that the Company presently does not know or that the
Company currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect the Company's expectations, plans or
forecasts of future events and views as of the date hereof. The Company
anticipates that subsequent events and developments will cause the Company's
assessments to change. The Company does not assume any obligation to update or
revise any such forward-looking statements, whether as the result of new
developments or otherwise. These forward-looking statements should not be relied
upon as representing the Company's assessments as of any date subsequent to the
date of this current report. Readers are cautioned not to put undue reliance on
forward-looking statements.
Additional Information and Where to Find It
On February 28, 2023, the Company filed the Definitive Proxy Statement with the
SEC in connection with its solicitation of proxies for the Extraordinary General
Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the Definitive Proxy
Statement (including any amendments or supplements thereto) and other documents
filed with the SEC through the web site maintained by the SEC at www.sec.gov or
by directing a request to: Investcorp Europe Acquisition Corp I, Century Yard,
Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102,
Cayman Islands.
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to be
participants in the solicitation of proxies from shareholders in connection with
the Extraordinary General Meeting. Additional information regarding the identity
of these potential participants and their direct or indirect interests, by
security holdings or otherwise, is set forth in the Definitive Proxy Statement.
You may obtain free copies of these documents using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
10.1 Loan Agreement dated March 7, 2023.
104 Cover Page Interactive Data File (embedded within the inline XBRL
Document).
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