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 15, 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) |
(IRS Employer Identification No.) |
Century Yard, Cricket Square
Elgin Avenue
P.O. Box 1111, George Town
Grand Cayman, Cayman Islands
KYI-1102
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +1 (302) 738-7210
Investcorp India Acquisition Corp
(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 Act:
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 15, 2024, Investcorp AI Acquisition Corp. (formerly known as Investcorp India Acquisition Corp), a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), solely with respect to voting on the proposal to change the Company’s name from Investcorp India Acquistion Corp to Investcorp AI Acquisition Corp. (the “Name Change Proposal”).
A total of 6,974,955 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and 1 Class B ordinary share, par value $0.0001 per share (the “Class B Ordinary Shares,” and, together, the “Ordinary Shares”) or 87.80% of the Company’s outstanding Ordinary Shares as of September 20, 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 the Name Change Proposal, which was submitted to a vote of the shareholders at the Extraordinary General Meeting and which was approved.
Name Change Proposal
To consider and vote upon a proposal, by special resolution, to change the Company’s name from Investcorp India Acquisition Corp to Investcorp AI Acquisition Corp (the “Name Change”) and, immediately following the approval of the Name Change, the amendment of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to reflect the Name Change.
For |
Against |
Abstentions |
||
6,974,956 | 0 | 0 |
Adjournment Proposal
To consider and vote upon a proposal, as an 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 in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Name Change Proposal (the “Adjournment Proposal”).
The Adjournment Proposal was not acted upon at the Extraordinary General Meeting.
Amendment to Articles
On October 15, 2024 and following receipt of shareholder approval for the Name Change Proposal, the Company filed an amendment to the Amended and Restated Memorandum and Articles of Association (the “Amendment to the Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies. A copy of the Amendment to the Amended and Restated Memorandum and Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01. | Regulation FD Disclosure |
On October 17, 2024, the Company issued a press release (the “Press Release”) announcing the Name Change. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of 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 |
(d) Exhibits
Exhibit Number |
Title |
|
3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association, dated October 15, 2024 | |
99.1 | Press Release dated October 17, 2024 announcing the Name Change | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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 AI Acquisition Corp | ||||
By: | /s/ Nikhil Kalghatgi |
|||
Name: | Nikhil Kalghatgi | |||
Title: | Principal Executive Officer and Director |
Dated: October 17, 2024
Exhibit 3.1
PB-371843
Certificate of Incorporation on Change of Name
I DO HEREBY CERTIFY that
Investcorp India Acquisition Corp
having by Special resolution dated 15th day of October Two Thousand Twenty-Four changed its name, is now incorporated under name of
Investcorp AI Acquisition Corp.
Given under my hand and Seal at George Town in the Island of Grand Cayman this 16th day of October Two Thousand Twenty-Four
An Authorised Officer, Registry of Companies, Cayman Islands. |
||||
Authorisation Code : 940263010875 www.verify.gov.ky 16 October 2024 |
EXTRACT OF A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF INVESTCORP AI ACQUISITION CORP (FORMERLY KNOWN AS INVESTCORP INDIA ACQUISITION CORP) (“THE COMPANY”), PASSED AT AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON OCTOBER 15, 2024:
PROPOSAL NO. 1 - THE NAME CHANGE
“RESOLVED, as a special resolution, that subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name from Investcorp India Acquisition Corp. to Investcorp AI Acquisition Corp. with immediate effect (the “Name Change”), and immediately following the Name Change being effected, the amendment to the Articles to reflect the Name Change Company be and is hereby approved and confirmed.”
WE, PAGET-BROWN FINANCIAL SERVICES LIMITED, SECRETARY OF THE COMPANY, DO HEREBY CERTIFY THAT THE ABOVE IS A TRUE AND CORRECT EXTRACT OF A SPECIAL RESOLUTION PASSED BY THE COMPANY.
DATED THIS 16TH DAY OF OCTOBER 2024.
PAGET-BROWN FINANCIAL SERVICES LIMITED |
SECRETARY |
BY: COLIN EASTBURN-MALLORY |
1 | ||||
Filed: 16-Oct-2024 15:56 EST | ||||
www.verify.gov.ky File#: 371843 | Auth Code: D69348545053 |
Exhibit 99.1
Investcorp India Acquisition Corp Announces Corporate Name Change
NEW YORK, October 17, 2024 – Investcorp AI Acquisition Corp (“IVCA” (NYSE: IVCA)) announced that, following receipt of shareholder approval at an Extraordinary General Meeting of Shareholders on October 15, 2024, it has filed an amendment to its Amended and Restated Memorandum and Articles of Association (the “Articles”) with the Cayman Islands Registrar of Companies to reflect a corporate name change from ‘Investcorp India Acquisition Corp’ to ‘Investcorp AI Acquisition Corp’. The Company’s ticker symbol, “IVCA”, will remain unchanged.
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. 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.
MEDIA CONTACT:
International / GCC
Firas El Amine
+973 175 15404
felamine@investcorp.com