Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement
On
The Business Combination Agreement and the transactions contemplated thereby
(the "Transactions") were unanimously approved by the Company's board of
directors based upon the unanimous recommendation of a special committee of
independent directors (the "Special Committee"). The Transactions were also
unanimously approved by the boards of directors of each of
The Business Combination
The Business Combination Agreement provides that, among other things, (1) the
OpSec Shareholders will contribute to
Following consummation of the Transactions, the Company will be a wholly-owned
subsidiary of
The Transactions are expected to close in the second half of 2023, subject to customary closing conditions, including the required approval by the shareholders of the Company (the "Company Shareholders").
Consideration
Each public unit of the Company outstanding immediately prior to the Second Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Company Class A Share and one-half of a Company Warrant, which underlying securities shall be converted as set forth below and in accordance with the terms and conditions of the Business Combination Agreement.
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At the Second Merger Effective Time, by virtue of the Second Merger and without any further action required on the part of any Party or the holders of securities of the Company or Merger Sub II:
(1) Company Class A Shares: Each Company Class A Share issued and outstanding immediately prior to the Second Merger Effective Time (after giving effect to redemptions) shall be exchanged for one Pubco Ordinary Share. (2) Company Warrants: Each Company Warrant outstanding immediately prior to the Second Merger Effective Time shall cease to represent a right to acquire the number of Company Class A Shares set forth in such Company Warrant and will be exchanged for a warrant to acquire one Pubco Ordinary Share. Each of the Pubco Warrants shall have, and be subject to, substantially the same terms and conditions set forth in the Company public warrants.
Concurrently with the Second Merger and after giving effect to the Share
Cancellation described below,
In connection with the Share Contribution, the OpSec Shareholders will receive,
in aggregate, (1) 23,577,550 Pubco Ordinary Shares, (2) an aggregate amount in
cash equal to
(1) if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time the volume-weighted average price of Pubco Ordinary Shares is greater than or equal to$12.00 over any 20 trading days within any 30 trading day period; and (2) if at any time from the Second Merger Effective Time through the date that is the tenth anniversary of the Second Merger Effective Time there is a change of control ofPubco .
Governance
The Parties have agreed to take actions such that, effective immediately after
the closing of the Second Merger (the "Second Merger Closing"): (1) the board of
directors of
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and
covenants of each of the Parties that are customary for transactions of this
type, including, among others, covenants providing for (1) certain limitations
on the operation of the Parties' respective businesses prior to consummation of
the Transactions, (2) the Parties' efforts to satisfy conditions to consummation
of the Transactions, including by obtaining any necessary approvals from
governmental agencies, (3) prohibitions on the Parties soliciting alternative
transactions, which prohibitions with respect to the Company shall be subject to
there having been no material event arising after the date of the Business
Combination Agreement affecting the Company that was not known to the Special
Committee or reasonably foreseeable by the Company as of or prior to the date of
the Business Combination Agreement, (4) the Parties' cooperation and efforts to
jointly prepare and
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including the adoption and approval of the Business Combination Agreement and approval of the Transactions, at a special meeting to be called for the approval of such matters (the "Company Shareholder Approval"), (5) the Parties' cooperation and efforts to secure additional capital pursuant to potential . . .
Item 7.01. Regulation FD Disclosure.
On
Furnished herewith as Exhibit 99.2 and incorporated herein by reference is the investor presentation that will be used by the Company and OpSec with respect to the Transactions as described in this Current Report on Form 8-K.
Furnished herewith as Exhibit 99.3 and incorporated herein by reference is a
transcript of an investor call to be held on
On
The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.
Additional Information and Where to Find It
In connection with the Transactions, a Registration Statement on Form F-4 is
expected to be filed by
Participants in Solicitation
The Company, OpSec,
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proxies of the Company Shareholders in connection with the Transactions will be set forth in the Proxy Statement for the Transactions when available. Information concerning the interests of the Company's and OpSec's participants in the solicitation, which may, in some cases, be different than those of the Company's and OpSec's equity holders generally, will be set forth in the Proxy Statement relating to the Transactions when it becomes available.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Transactions and shall not constitute an offer to sell or a solicitation of
an offer to buy the securities of the Company,
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward Looking Statements
This Current Report on Form 8-K (including certain of the exhibits hereto)
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 or the Company's,
For example, statements concerning the following include forward-looking
statements: (1) the expected timing and likelihood of completion of the
Transactions, including the risk that the Transactions may not close due to one
or more closing conditions to the Transactions in the Business Combination
Agreement not being satisfied or waived on a timely basis or otherwise, or that
the required approval of the Business Combination Agreement and related matters
by the shareholders of the Company may not be obtained; (2) the Company's
potential failure to raise sufficient funds in one or more equity financings so
as to meet the closing condition under the Business Combination Agreement that
requires it to have
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generally; (9) risks relating to the growth of OpSec's business and its ability to realize expected results; (10) risks relating to OpSec's plans for targeted acquisitions and upscaling organically; (11) risks relating to the growth and expansion of OpSec's portfolio of solutions; (12) risks relating to the viability of OpSec's growth strategy, including related capabilities; (13) risks relating to trends and developments in the IP/brand optimization, monetization and protection industry; (14) the risk that the combined company may be adversely affect by other economic, business, and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increasing interest rates; (15) variances between the historical financial information OpSec presents and its PCAOB audited financial statements for 2022 which may be significant when they become available; and (16) other risks and uncertainties, including those identified in any proxy statement/prospectus in a Registration Statement on Form F-4 relating to the Transactions (which is . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement, dated as ofApril 25, 2023 , by and amongInvestcorp Europe Acquisition Corp I ,OpSec Holdings , Opal Merger Sub I, Opal Merger Sub II,Orca Holdings Limited ,Orca Midco Limited ,Orca Bidco Limited ,Investcorp Technology Secondary Fund 2018, L.P., andMill Reef Capital Fund SCS . 10.1 Backstop Agreement, dated as ofApril 25, 2023 , by and amongEurope Acquisition Holdings Limited ,Investcorp Europe Acquisition Corp I ,Orca Holdings Limited andOpSec Holdings . 10.2 Insider Letter Amendment, dated as ofApril 25, 2023 , by and amongEurope Acquisition Holdings Limited ,Investcorp Europe Acquisition Corp I ,Hazem Ben-Gacem ,Peter McKellar ,Pamela Jackson , Laurence Ponchaut,Adah Almutairi ,Baroness Ruby McGregor-Smith, Alptekin Diler andCraig Sinfield-Hain . 10.3 Sponsor Support Agreement, dated as ofApril 25, 2023 , by and amongEurope Acquisition Holdings Limited ,OpSec Holdings ,Investcorp Europe Acquisition Corp I ,Peter McKellar ,Pamela Jackson , Laurence Ponchaut,Adah Almutairi andBaroness Ruby McGregor-Smith 99.1 Press Release, datedApril 26, 2023 99.2 Investor Presentation, dated as ofApril 26, 2023 . 99.3 Investor Call Transcript, dated as ofApril 26, 2023 . 99.4 OpSec Employee FAQ dated as ofApril 26, 2023 . 99.5 E-mail to OpSec employees, dated as ofApril 26, 2023 . 99.6 E-mail to certainOpSec Partners , datedApril 26, 2023 .
† Certain of the schedules to this exhibit have been omitted in accordance with
Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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