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/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

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)

 

1

 

 

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

 

2

 

 

Exhibit 10.1

 

August 14, 2025

 

Investcorp Europe Acquisition Corp I

Cricket Square Century Yard Elgin Avenue

PO Box 1111 George Town,

Grand Cayman KY1-1102 Cayman Islands

Attn: Vikas Mittal

Email: vik@meteoracapital.com

 

Re:       Termination of Merger Agreement

 

Ladies and Gentlemen:

 

Reference is hereby made to the Agreement and Plan of Merger, dated May 27, 2025 (the “Merger Agreement”), by and among (i) Investcorp Europe Acquisition Corp. I, a Cayman Islands exempted company f/k/a Investcorp Asia Acquisition Corp I (“Investcorp”); (ii) Vikas Mittal, in the capacity as the representative for the stockholders of Investcorp and their successors and assignees); (iii) Investcorp Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Investcorp,; (iv) Nexx HoldCo, LLC, a Delaware limited liability company (“Company”); (v) Michael Hanlon, in the capacity as the representative for the members of the Company and their successors and assignees); and (vi) Hanire LLC, a Delaware limited liability company. Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement.

 

Investcorp and Company have mutually agreed that the Merger Agreement replaced and superseded any letter of intent, or similar preliminary agreement, previously entered into between the parties with respect to the transactions contemplated by the Merger Agreement. Pursuant to Article 7.1(a) of the Merger Agreement, Investcorp and Company mutually agree to no longer actively pursue the transactions contemplated by the Merger Agreement and waive all notice or other procedural requirements contemplated in such Article, and therefore, that the Merger Agreement is terminated effective immediately.

 

For the avoidance of doubt, in accordance with Sections 7.2 and 7.3 of the Merger Agreement, (i) subject to the limited exceptions outlined in 7.2 regarding, among other things, confidentiality obligations, the Merger Agreement shall hereafter be (A) deemed void and (B) all rights and obligations of the parties thereto ceased, (ii) there shall be no Liability on the part of any such party thereto or their representatives, and (iii) all fees and expenses incurred in connection with the Merger Agreement or the transactions contemplated therein will be paid by the party incurring such expenses.

 

This letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law rules or principles.

 

  Very truly yours,
   
  NEXX HOLDCO, LLC
   
  By BDH Partners LLC, its sole member
   
  By: /s/ Michael Hanlon
    Name: Michael Hanlon
    Title: Member

 

 

 

 

Agreed and accepted as of the date first set forth above:

 

INVESTCORP EUROPE ACQUISITION CORP I,

 

By: /s/ Vikas Mittal  
Name: Vikas Mittal
Title: CEO