8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 11, 2024

Investcorp India Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41383	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Century Yard, Cricket Square Elgin Avenue P.O. Box 1111, George Town Grand Cayman, Cayman Islands	KYI-1102
(Address of principal executive offices)	(Zip Code)

+1 (302) 738-7210

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	IVCAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	IVCA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	IVCAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 7.01. Regulation FD Disclosure

On October 11, 2024, Investcorp India Acquisition Corp. (“IVCA”) issued a press release (the “Press Release”) announcing the conclusion of its diligence work and negotiations with Bigtincan Holdings Limited (“BTH”) in connection with an offer made by IVCA to consummate a business combination with BTH. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 11, 2024
104	Cover Page Interactive Data File (embedded within the inline XBRL Document)

2/3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Investcorp India Acquisition Corp
	By:	/s/ Nikhil Kalghatgi
Date: October 11, 2024	Name:	Nikhil Kalghatgi
	Title:	Principal Executive Officer and Director

EX-99.1

Exhibit 99.1

IVCA/Bigtincan Holdings Limited Proposal Update

NEW YORK—(BUSINESS WIRE)—Investcorp India Acquisition Corp. (Nasdaq: IVCA) (“IVCA”) announced today that it has substantially concluded its diligence work and negotiations with Bigtincan Holdings Limited (ASX: BTH) (“BTH”) in connection with IVCA’s previously announced proposal to consummate a business combination with BTH that would bring BTH to Nasdaq (the “IVCA Proposal”).

Pursuant to the IVCA Proposal and the subsequent negotiations, it is anticipated that the final definitive agreements would contemplate the exchange of all the shares in BTH for shares in Bigtincan Limited (“Pubco”), a newly formed Cayman Islands holding company at an implied equity value of US$275 million (~A$0.47 per BTH share) on a fully diluted basis and assuming an AUD/USD exchange rate of 0.69.

IVCA believes that the transactions contemplated by the IVCA Proposal and subsequent negotiations between IVCA and BTH (together, the “Transaction”) offers the best value to BTH shareholders, customers, employees and partners and presents an opportunity to allow BTH to capitalize on its innovative work in sales enablement and AI technologies to build a global leader in one of the most exciting sectors within enterprise software.

Subject to the execution of definitive documentation, it is expected that Investcorp Investment Holdings Limited (“Investcorp”) will commit to making an initial US$12.5 million equity investment into Pubco to support its transition to Nasdaq. As currently contemplated (and subject to the execution of definitive documentation), it is expected that, in connection with the Transaction, BTH would be delisted from the Australian Securities Exchange (“ASX”), Pubco will become publicly listed on Nasdaq, and Investcorp will own approximately 20% of the equity of Pubco following the consummation of the Transaction at an approximate cost of US$4.73 per share of Pubco common equity (which, as currently contemplated, would equal approximately A$0.22 per share of common equity of BTH).

Pursuant to the Transaction, it is expected that the executed definitive documentation will include a cash facility to be made available to current shareholders of BTH who hold less than 5,000 shares of BTH common equity would have the option to sell their shares to BTH prior to the consummation of the Transaction at a price of approximately A$0.235 per share of BTH common equity tendered (subject to certain scale backs), which, if enacted, would represent a premium of approximately A$0.060 when compared to the current market price of shares of BTH common equity as of October 11, 2024 (approximately A$0.175).

IVCA believes that the Transaction, as currently contemplated, provides the best alternative for BTH shareholders and provides a path to take an innovative Australian business to a listing on Nasdaq. Additionally, IVCA is committed to supporting Henslow and Jett Capital, BTH’s corporate advisors, to find potential avenues for liquidity to BTH’s current shareholders who cannot or do not have a desire to hold Pubco shares following the consummation of the Transactions.

As currently contemplated by IVCA and BTH, it is expected that Pubco will continue to invest in Australia, including the potential establishment of an AI Technology Center based around the existing BTH team in Tasmania.

As currently contemplated, the Transaction does not have any financing conditions and is subject to, among other things, the entry into definitive agreements by IVCA and BTH, which IVCA believes are close to finalization and execution. Once the binding definitive agreements have been executed, IVCA expects that the Transaction will be subject to customary closing conditions, including the receipt of IVCA shareholder approval, BTH shareholder approval, and the receipt of approval by both U.S. and Australian regulators.

About IVCA

IVCA was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain statements that are not historical facts, but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements are based on various assumptions, whether or not identified in this press release, and on current expectations of the management of IVCA and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IVCA. Potential risks and uncertainties that could cause the actual results to differ materially from those express or implied by forward-looking statements include, but are not limited to, the ability of BTH and IVCA to sign definitive documentation in connection with the Transaction on a timely basis or at all, the outcome of any legal proceedings that may be instituted in connection with the Transaction, delays in obtaining or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Transaction, the risk that the Transaction disrupts current plans and operations, the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of Pubco to grow and manage growth profitably with customers and suppliers and retain key employees, costs related to the Transaction, the risk that the Transaction does not close at all, changes in applicable laws or regulations, the possibility that IVCA may be adversely affected by other economic, business, and/or competitive factors, uncertainty caused by the impacts from the conflict in Russia and Ukraine and risking levels of inflation and interest rates, the risk that the approval of the shareholders of BTH or IVCA is not obtained, BTH’s and IVCA’s ability to satisfy the conditions to closing of the Transaction, and the risks discussed in IVCA’s public records filed with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as preliminary and definitive proxy statements/prospectuses that Investcorp may file with the SEC in connection with the Transaction. If any of these risks materialize or IVCA’s assumptions prove incorrect, actual

results would differ materially from the results implied by these forward-looking statements. There may be additional risks that IVCA presently does not know or that IVCA believes are immaterial, which would also cause actual results to differ from those contained in these forward-looking statements. In addition, forward-looking statements reflect IVCA’s expectations, plans, or forecasts of future events and views as of the date of this press release. IVCA anticipates that subsequent events and developments may cause its assessments to change. IVCA specifically disclaims any obligation to update or revise any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing IVCA’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Media Contacts:

International / GCC

Firas El Amine

+973 175 15404

felamine@investcorp.com

XML

Document and Entity Information	Oct. 11, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 11, 2024
Entity Registrant Name	Investcorp India Acquisition Corp
Entity Incorporation State Country Code	E9
Entity File Number	001-41383
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	Century Yard, Cricket Square
Entity Address Address Line 2	Elgin Avenue
Entity Address Address Line 3	P.O. Box 1111
Entity Address City Or Town	George Town
Entity Address Country	KY
Entity Address Postal Zip Code	KYI-1102
Country Region	+1
City Area Code	302
Local Phone Number	738-7210
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001852889
Amendment Flag	false
Class A Ordinary Shares [Member]
Document Information [Line Items]
Security 12b Title	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IVCA
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Document Information [Line Items]
Security 12b Title	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	IVCAW
Security Exchange Name	NASDAQ
Class A Ordinary Share And Redeemable Warrant [Member]
Document Information [Line Items]
Security 12b Title	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	IVCAU
Security Exchange Name	NASDAQ