Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on April 25, 2023, Investcorp Europe Acquisition Corp I (the “Company”) entered into a Business
Combination Agreement (as amended on December 14, 2023, March 10, 2024, May 3, 2024, August 4, 2024 and August 30, 2024, the “Business Combination Agreement”) by and among Zacco Holdings (formerly OpSec Holdings),
a Cayman Islands exempted company and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Business Combination Agreement.
On September 24, 2024, the Special Committee of the Board of Directors of the Company determined, in good faith after consultation with
its outside counsel and other advisors, that the consummation of the Transactions following the occurrence of the Divestiture Closing is not advisable, fair to and in the best interests of the Company and the Company’s shareholders (other than
Sponsor) in accordance with the Companies Act (as revised) of the Cayman Islands, which constitutes an Intervening Event Recommendation Change made pursuant to clause (b) of the definition of “Intervening Event” in the Business
Combination Agreement.
Accordingly, pursuant to Section 12.1(h) of the Business Combination Agreement, in connection with such
Intervening Event Recommendation Change, the Company terminated the Business Combination Agreement effective as of September 24, 2024.
Under the terms of the Business Combination Agreement, the Company will receive a Termination Amount of $30 million. It is expected that at
least $20 million of such Termination Amount would be used to pay expenses incurred by the Company. The Company is currently considering whether to seek an alternative business combination or dissolve.
Item 8.01. Other Events.
On
September 25, 2024, the Company issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current
Report on Form 8-K 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 generally relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “could”, “should”, “expect”,
“intend”, “might”, “will”, “estimate”, “anticipate”, “believe”, “budget”, “forecast”, “intend”, “plan”, “potential”, “predict”,
“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.
New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. You should not place undue reliance on forward-looking statements in this Current Report on Form
8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company undertakes no duty to update these forward-looking
statements.
Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of
factors, including, without limitation the effects the termination of the Business Combination Agreement may have on the Company and other risks and uncertainties indicated from time to time in the Company’s filings with