Item 8.01. Other Events.
As previously disclosed by Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (the
Company), under Item 1.01 of its Current Report on Form 8-K filed on April 26, 2023, the Company entered into a business combination agreement, dated April 25, 2023 (the Business
Combination Agreement), with OpSec Holdings, a Cayman Islands exempted company with limited liability (Pubco), Opal Merger Sub I, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of
Pubco (Merger Sub I), Opal Merger Sub II, a Cayman Islands exempted company incorporated with limited liability and wholly-owned Subsidiary of Pubco (Merger Sub II), Orca Holdings Limited, a Cayman Islands exempted company
incorporated with limited liability (OpSec), Orca Midco Limited, a private limited company incorporated under the Laws of England and Wales, Orca Bidco Limited, a private limited company incorporated under the Laws of England and Wales
and a subsidiary of OpSec, Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership, and Mill Reef Capital Fund ScS, a limited partnership (société en commandite simple) organized under the
laws of Luxembourg, in connection with a proposed business combination (the Business Combination).
The Business Combination Agreement
provides that, among other things, (1) OpSec will merge with and into Merger Sub I (the First Merger) and (2) following the First Merger, the Company will merge with and into Merger Sub II (the Second Merger).
Subscription Agreement
On December 15, 2023, the
Company entered into a subscription agreement (the Subscription Agreement) with Pubco, OpSec, and Sakata INX Corporation, a Japanese corporation (the Subscriber). Pursuant to the Subscription Agreement, the Subscriber
subscribed for 5,000,000 unsecured convertible loan notes (the Loan Notes) of $1.00 each issued by OpSec for an aggregate purchase price of $5,000,000 (the Note Subscription). On the terms and subject to the conditions set
forth in the Loan Notes, including the consummation of the First Merger, the Loan Notes will automatically be novated from OpSec to Pubco and simultaneously will convert into 526,316 ordinary shares of Pubco (the Shares), par value
$0.0001 per share (the Share Subscription). The closing of the Share Subscription will occur following the consummation of the First Merger and before the Second Merger (the Closing).
The Subscription Agreement will terminate upon the earlier to occur of (1) such date and time as the Business Combination Agreement is validly terminated
in accordance with its terms, (2) upon the mutual written agreement of each of the parties to the Subscription Agreement, (3) if any of the conditions to the Closing are not satisfied, or are not capable of being satisfied, on or prior to
the Closing, and as a result thereof, the transactions contemplated by the Subscription Agreement will not be and are not consummated at the Closing and (4) one year from the date of the execution of the Subscription Agreement if the closing of
the Business Combination has not occurred.
Pursuant to the Subscription Agreement, Pubco has granted the Subscriber customary registration rights, on the
terms and subject to the conditions set forth therein.
At the Closing, Pubco and the Subscriber will enter into a
lock-up agreement, pursuant to which the Subscriber agrees, subject to customary exceptions, not to transfer the Shares during the period commencing on the date on which the Closing occurs and ending on the
earlier of (1) the date that is 12 months after the Closing and (2) the date on which Pubco undergoes a change of control.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |