Form 8-K - Current report

Investcorp India Acquisition Corp

/s/ Nikhil Kalghatgi

Date: October 2, 2024

Nikhil Kalghatgi

Principal Executive Officer and Director

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 1, 2024

Investcorp India 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 ☐

Item 7.01.

Regulation FD Disclosure

On October 1, 2024, Bigtincan Holdings Limited (“BTH”) issued a press release announcing a non-binding proposal submitted to BTH by Investcorp India Acquisition Corp. (the “Company”) to consummate a business combination (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in 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


Exhibit No.		Description

99.1		Press Release, dated October 1, 2024

104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

2/3

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.

Exhibit 99.1


		ASX : BTH

ASX Announcement

2^nd October 2024

Bigtincan Receives Non-Binding Business Combination Proposal

Bigtincan Holdings Limited (Bigtincan) has received a non-binding proposal for a business combination (Business Combination Proposal or IVCA Proposal) from NASDAQ-listed Investcorp India Acquisition Corp (”IVCA”) (NASDAQ: IVCA), a publicly-traded special purpose acquisition company¹. Under the IVCA Proposal, all of the shares in Bigtincan would be exchanged for shares in a newly formed Cayman Island holding company (Newco) at an implied equity value for 100% of Bigtincan fully diluted shares of US$275m (or approximately A$400m² or approximately $0.47^2,3 per share at the current exchange rate). The IVCA Proposal also envisions a partial cash election opportunity at A$0.235² per Bigtincan share (as an alternative to receiving Newco shares) subject to availability of funds and a scale back mechanism.⁴

IVCA Proposal Additional Details

Investcorp, a leading global alternative investment firm with approximately US$53bn of total assets under management and the sponsor of IVCA, proposes that it will invest US$12.5m (~A$18.1m²) into Newco upon consummation of the proposed transaction. Newco also aim to secure an additional US$25m (~A$36.2m²) through a combination of debt and equity funding from institutional investors which, if secured, would be used in part to fund the partial cash election opportunity.

The IVCA Proposal is proposed to be implemented via a business combination and scheme of arrangement, and would, if implemented, result in Newco being listed on the NASDAQ and owning Bigtincan and IVCA (and Bigtincan being delisted from the ASX). The Proposed Transaction is conditional on entering into a business combination agreement (which will provide a framework for implementation of the Proposed Transaction under the applicable U.S regulatory regime), a scheme implementation deed (which will provide a framework for implementation of the transaction under the applicable Australian regulatory regime) and a number of ancillary agreements (including a subscription agreement for the PIPE Investments), in each case on customary terms for a transaction of this kind. The proposed transaction would, if implemented, result in Bigtincan shareholders owning up to 75% of Newco ordinary shares immediately following implementation of the transaction, subject to cash elections available to and made by Bigtincan shareholders and subject to redemptions made by the current investors in IVCA.

If implemented, the proposal targets completion by March 2025, after which Bigtincan would be listed on the NASDAQ and delisted from the ASX.

¹	IVCA is a blank check company incorporated 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.

²	Assumes an AUD/USD exchange rate of 0.69. This implied equity value for Bigtincan is based on a value of US$10.00 per IVCA common share (which is the price at which Investcorp will invest US$12.5 million into Newco).

³	Assumes 851.5m total shares.

⁴	There is no certainty that this cash election opportunity will be available.

Board process and next steps

The Board is continuing to evaluate the non-binding proposal from Vector Capital Management, L.P. announced to the ASX on 17 September 2024 (Vector Proposal) and will now do so against the IVCA Proposal and determine which, if any, is in the best interests of shareholders to further progress.

Bigtincan’s shareholders do not need to take any action in respect of the IVCA Proposal or the Vector Proposal at this time. There is no certainty any transaction will eventuate from either proposal.

Bigtincan remains committed to executing its strategic plan and maximizing shareholder value.

Authorised by: Board of Directors of Bigtincan Holdings Limited

ABOVE INFHORMATION

The above information is not and is not intended to constitute financial advice, or an offer or an invitation, solicitation or recommendation to acquire or sell Bigtincan Holdings Limited shares or other financial products in any jurisdiction and is not a disclosure document or other offering document under Australian law or any other law. Actual results, performance or achievements of the Company could be materially different from those expressed in, or implied by, any forward-looking statements contained herein. This advice is for information purposes only.

Bigtincan Holdings Limited does not warrant or represent that the above information is free from errors, omissions or misrepresentations or is suitable for your intended use. The above information has been prepared without taking account of any person’s investment objectives, financial situation or particular needs and nothing contained in the above information constitutes investment, legal, tax or other advice. The above information may not be suitable for your specific needs and should not be relied upon by you in substitution of you obtaining independent advice. Subject to any terms implied by law and which cannot be excluded, Bigtincan Holdings Limited accepts no responsibility for any loss, damage, cost or expense (whether direct or indirect) incurred by you as a result of any error, omission or misrepresentation in the above information.

Document and Entity Information	Oct. 01, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 01, 2024
Entity Registrant Name	Investcorp India Acquisition Corp
Entity Incorporation State Country Code	E9
Entity File Number	001-41383
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	Century Yard, Cricket Square
Entity Address Address Line 2	Elgin Avenue
Entity Address Address Line 3	P.O. Box 1111
Entity Address City Or Town	George Town
Entity Address Country	KY
Entity Address Postal Zip Code	KYI-1102
Country Region	+1
City Area Code	302
Local Phone Number	738-7210
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001852889
Amendment Flag	false
Class A Ordinary Shares [Member]
Document Information [Line Items]
Security 12b Title	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IVCA
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Document Information [Line Items]
Security 12b Title	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	IVCAW
Security Exchange Name	NASDAQ
Class A Ordinary Share And Redeemable Warrant [Member]
Document Information [Line Items]
Security 12b Title	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	IVCAU
Security Exchange Name	NASDAQ