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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): August 8, 2025
Investcorp Europe Acquisition Corp I
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-41161 |
|
N/A00-0000000 |
(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
KY1-1102
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +1 (345) 949-5122
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:
*Registrant
trades over the counter with the symbol “IVCB”.
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
1.02. Termination of a Material Definitive Agreement.
On
August 14, 2025, Investcorp Europe Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Nexx
HoldCo, LLC, a Delaware limited liability company (the “Nexx HoldCo”) executed a Termination Letter (the “Termination
Letter”) to terminate the Agreement and Plan of Merger, dated as of May 27, 2025 (the “Merger Agreement”),
by and among (i) the Company; (ii) Vikas Mittal, in the capacity as the representative for the stockholders of the Company and their
successors and assignees); (iii) Investcorp Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the
Company; (iv) Nexx HoldCo; (v) Michael Hanlon, in the capacity as the representative for the members of Nexx HoldCo and their successors
and assignees); and (vi) Hanire LLC, a Delaware limited liability company.
The
decision to terminate the Merger Agreement was reached by mutual agreement of the Company and Nexx HoldCo. Pursuant to the terms of the
Termination Letter, the Company and Nexx HoldCo have agreed to release each other from further obligations and liability under the Merger
Agreement, and no termination fee is payable by either party.
A
copy of the Termination Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Termination Letter |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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
EUROPE ACQUISITION CORP I |
| |
|
| Date: August
14, 2025 |
By: |
/s/
Vikas Mittal |
| |
Name: |
Vikas Mittal |
| |
Title: |
Chief Executive
Officer & Chief Financial Officer |
