UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) | |||
(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 |
Name of each exchange on which registered | ||
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 21, 2024, Investcorp Europe Acquisition Corp I (the “Company”) held an extraordinary general meeting at the offices of Shearman & Sterling, located at 800 Capital Street, Suite 2200, Houston, Texas 77002 and virtually, at which shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date by which the Company must complete its initial business combination from June 17, 2024 to December 17, 2024 (the “Extension Amendment Proposal”).
A copy of the amendment to the Articles will be filed with the Cayman Islands Registrar of Companies. Under Cayman Islands law, the amendment to the Articles was effective upon the approval by the Company’s shareholders.
The foregoing description of the amendment to the Articles is qualified in its entirety by the full text of the amendment to the Articles, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The disclosure set forth in Item 5.03 is incorporated into this Item 5.07 by reference.
A total of 15,977,749 of the Company’s Class A ordinary shares and Class B ordinary shares, or 79.21% of the Company’s outstanding shares as of April 24, 2024, the record date for the Extraordinary General Meeting, were represented virtually or by proxy at the Extraordinary General Meeting.
The following is a brief description of the final voting results for each of the proposals.
Extension Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the Company’s Articles, to extend the date by which the Company has to consummate a business combination for an additional six months from June 17, 2024 to December 17, 2024.
The Extension Amendment Proposal was approved. The voting results were as follows:
| For |
Against |
Abstentions | ||
| 15,720,298 | 257,451 | 0 |
The Adjournment Proposal
To consider and vote upon a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, 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 the Extension Amendment Proposal.
The Adjournment Proposal was not acted upon at the Extraordinary General Meeting.
Redemptions
In connection with the vote to approve the Extension Amendment Proposal, the holders of 2,159,610 Class A ordinary shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $11.31 per share, for an aggregate redemption amount of approximately $24.4 million.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association | |
| 104 | Cover Page Interactive Data File | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Investcorp Europe Acquisition Corp I | ||||||
| Date: May 22, 2024 | By: | /s/ Craig Sinfield-Hain | ||||
| Name: | Craig Sinfield-Hain | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
OF
INVESTCORP EUROPE ACQUISITION CORP I
INVESTCORP EUROPE ACQUISITION CORP I
(the “Company”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
| (a) | amending Article 49.5 by deleting the following clause: |
“In the event that either the Company does not consummate a Business Combination by June 17, 2024 (the “Extended Date”), or by such later time as the Members may approve in accordance with the Articles, the Company shall:”,
and replacing it with the following:
“In the event that either the Company does not consummate a Business Combination by December 17, 2024 (the “Extended Date”), or by such later time as the Members may approve in accordance with the Articles, the Company shall:”.
-8?20$3;
M8T.P6BP^0"X99K>]9!:G