Investcorp AI Acquisition Corp. Files 8-K

TL;DR

Investcorp AI Acquisition Corp. filed an 8-K detailing its shares and warrants, formerly known as Investcorp India Acquisition Corp.

AI Summary

Investcorp AI Acquisition Corp. filed an 8-K on October 23, 2024, reporting an entry into a material definitive agreement and financial statements. The filing details the company's Class A ordinary shares and redeemable warrants, with warrants exercisable for one Class A ordinary share at $11.50 per share. The company was formerly known as Investcorp India Acquisition Corp. and Investcorp Acquisition Corp.

Why It Matters

This 8-K filing provides an update on Investcorp AI Acquisition Corp.'s corporate structure and financial instruments, which is important for investors tracking the company's status and potential future transactions.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate information and financial instruments, not indicating any immediate financial distress or significant new risks.

Key Numbers

• $11.50 — Warrant Exercise Price (Price at which redeemable warrants can be exercised for Class A ordinary shares.)

Key Players & Entities

• Investcorp AI Acquisition Corp. (company) — Filer
• Investcorp India Acquisition Corp. (company) — Former Company Name
• Investcorp Acquisition Corp. (company) — Former Company Name
• $11.50 (dollar_amount) — Warrant Exercise Price

FAQ

Key Financial Figures

• $0.0001 — C Class A ordinary shares, par value $0.0001 per share IVCA The Nasdaq Stock Mar
• $11.50 — y share, each at an exercise price of $11.50 per share IVCAW The Nasdaq Stock Ma
• $0.16145 — ash Election Form (as defined below), US$0.16145 in cash per Company Ordinary Share. If
• $15,000,000 — aggregate amount of cash of at least US$15,000,000 that is able to be drawn by Pubco no la
• $2,750,000 — ed to pay SPAC a fee in the amount of US$2,750,000 (the " Company Break Fee "), within 10
• $4,500,000 — on Expenses exceed an amount equal to US$4,500,000 (the " SPAC Transaction Expenses Cap ")

Filing Documents

• d805956d8k.htm (8-K) — 86KB
• d805956dex21.htm (EX-2.1) — 2269KB
• d805956dex22.htm (EX-2.2) — 1023KB
• d805956dex101.htm (EX-10.1) — 55KB
• d805956dex102.htm (EX-10.2) — 62KB
• d805956dex103.htm (EX-10.3) — 109KB
• g805956g1022043845532.jpg (GRAPHIC) — 1KB
• g805956g1022043845863.jpg (GRAPHIC) — 3KB
• 0001193125-24-241426.txt ( ) — 4366KB
• ivcau-20241021.xsd (EX-101.SCH) — 3KB
• ivcau-20241021_def.xml (EX-101.DEF) — 15KB
• ivcau-20241021_lab.xml (EX-101.LAB) — 25KB
• ivcau-20241021_pre.xml (EX-101.PRE) — 16KB
• d805956d8k_htm.xml (XML) — 8KB

From the Filing

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 23, 2024 ( October 21, 2024 ) Investcorp AI 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 Item1.01. Entry into a Material Definitive Agreement. Business Combination Agreement and Scheme Implementation Deed On October 21, 2024, Investcorp AI Acquisition Corp. (f/k/a Investcorp India Acquisition Corp), a Cayman Islands exempted company (the " SPAC "), Bigtincan Holdings Limited, an Australian public company listed on the Australian Securities Exchange (the " ASX ") with Australian Company Number (ACN) 154 944 797 (the " Company "), Bigtincan Limited, a Cayman Islands exempted company (" Pubco "), and BTH Merger Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Pubco (" Merger Sub " and together with SPAC, the Company and Pubco, collectively, the " Parties " and each, a " Party "), entered into a (a) business combination agreement (the " Business Combination Agreement ") and (b) scheme implementation deed (the " Scheme Implementation Deed "). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement and Scheme Implementation Deed. Entry into the Business Combination Agreement and the Scheme Implementation Deed, and the respective transactions contemplated thereby (the " Transactions "), were unanimously approved by the respective boards of directors of each of the SPAC, the Company, Pubco and Merger Sub. The Business Combination Agreement provides that, among other things, (a) upon the terms and subject to the conditions set forth in the Business Combination Agreement and the Plan of Merger, and in accordance with the Companies Act (Revised) of the Cayman Islands (the " Cayman Companies Act "), SPAC will merge with and into Merger Sub (the " SPAC Merger "), and at the effective time of the SPAC Merger (the " SPAC Merger Effective Time "), the separate corporate existence of SPAC will cease and Merger Sub will continue as the surviving company of the SPAC Merger (the " Surviving Corporation "), and (b) upon the terms and subject to the conditions set forth in the Scheme Implementation Deed, the Company will be acquired by Pubco (the " Scheme Acquisition "), and upon the implementation of the Scheme Acquisition, the issued and outstanding Equity Securities of the Company will be exchanged for Equity Securities of Pubco, or if a valid Cash Election (as defined below) has been made by a Company Shareholder, such portion of cash payable in respect thereof, in each case, by means of the implementation of a scheme of arrangement under Part 5.1 of the Cor

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View this 8-K filing on SEC EDGAR