UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor 15(Dd) of the

OFSecurities Exchange ~~THE~~Act ~~SECURITIES~~of ~~EXCHANGE ACT OF~~ 1934

Date of Report (Date of earliest event reported): ~~December~~May 1727, ~~2024~~2025

Investcorp Europe Acquisition Corp I

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41161	N00-0000000N/A
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

Century Yard, Cricket Square
Elgin Avenue
P.O. Box 1111, George Town
Grand Cayman, Cayman Islands		KY1-1102
(Address of principal executive offices)		(Zip Code)

Century Yard, Cricket Square

Elgin Avenue

P.O. Box 1111, George Town

Grand Cayman, Cayman Islands

KY1-1102

(Address of Principal Executive Offices) (Zip Code)

+1 (345) 949-5122

(Registrant’s Telephone ~~telephone number~~Number, ~~including~~Including ~~area~~Area ~~code~~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	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	IVCBU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	IVCB	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IVCBW	The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement .

~~Sponsor~~Merger ~~Handover~~ Agreement

AsThis ~~previously~~section ~~reported~~describes on the ~~Current~~material ~~Report~~provisions onof ~~Form 8-K dated December 16, 2024, Investcorp Europe Acquisition Corp. I, a Cayman Islands exempted company (~~the ~~“Company”)~~Merger ~~Europe~~Agreement ~~Acquisition Holdings Limited~~ (~~“Sponsor”),~~as ~~Peter~~defined ~~McKellar (“McKellar”~~below) ~~Baroness~~but ~~Ruby~~does ~~McGregor-Smith~~not ~~(“McGregor-Smith”),~~purport ~~Pam~~to ~~Jackson~~describe ~~(“Jackson”),~~all ~~Laurence~~of ~~Ponchaut (“Ponchaut”) and Adah Almutairi (“Almutairi”) and Samara Special Opportunities, a Cayman Island exempted company (~~the ~~“Acquirer”)~~terms ~~entered~~of ~~into a Purchase Agreement (~~the ~~“Purchase~~Merger Agreement”). ~~pursuant~~The tofollowing ~~which~~summary ~~Sponsor, McKellar, McGregor-Smith, Jackson, Ponchaut~~ and ~~Almutairi~~description ~~(collectively,~~of the ~~“Sellers”)~~Merger ~~have~~Agreement ~~agreed~~is toqualified ~~sell~~in toits ~~Acquirer,~~entirety ~~and~~by ~~Acquirer~~reference ~~has agreed~~ to ~~purchase~~the ~~from~~complete ~~Sponsor~~text ~~an aggregate~~ of ~~(i) one~~the ~~Class B~~Merger ~~ordinary share~~Agreement, ~~$0.001~~a ~~par~~copy ~~value~~of ~~per~~which ~~share,~~is ~~(ii)~~attached ~~6,037,499~~as ~~Class A~~Exhibit ~~ordinary shares, $0~~2.~~001~~1 ~~par value per share,~~ and ~~(iii)~~is ~~11,690,000~~incorporated ~~private placement warrants held~~ by ~~the~~reference. ~~Sellers~~Shareholders ~~(collectively,~~of ~~the~~Investcorp ~~“Transferred~~Europe ~~Securities”)~~Acquisition ~~for~~Corp anI ~~aggregate~~and ~~purchase~~other ~~price~~interested ofparties ~~$1.00~~are ~~(the~~urged ~~“Sponsor~~to ~~Handover”).~~read ~~The consummation of~~ the ~~Sponsor~~Merger ~~Handover~~Agreement ~~(the~~in ~~“Closing”)~~its ~~was~~entirety. ~~contingent,~~Unless ~~among~~otherwise ~~other things~~defined, on the ~~approval~~capitalized ofterms ~~the~~used ~~Extension~~below ~~Amendment~~are ~~Proposal (~~defined ~~below)~~in at the ~~Extraordinary~~Merger ~~General Meeting (defined below)~~Agreement.

AsThe part of the Sponsor Handover, the Company shall introduce a change in management (the “Management Change”) and the board of directors of the Company (“Board”) as follows: (i) Vikas Mittal shall replace Craig Sinfield-Hain as Chief Financial Officer and Chairman of the Board, effective upon the Closing; and (ii) each of Peter McKellar, Baroness Ruby McGregor-Smith, Pam Jackson, Laurence Ponchaut and Adah Almutairi shall tender their resignations as directors, to be effective upon the later of (x) the expiration of all applicable waiting periods under Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder and (y) the appointment of their successors to be designated by the Acquirer. Merger

On ~~December~~May 2327, ~~2024~~2025, Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (the “Company”) ~~completed~~entered ~~the~~into ~~Closing~~an Agreement and Plan of Merger (the ~~Sponsor~~“Merger ~~Handover~~Agreement”) ~~after~~with (i) Vikas Mittal, in the ~~Company’s~~capacity ~~shareholders~~as ~~approved~~the ~~certain~~representative ~~proposals~~for atthe shareholders of the ~~Extraordinary~~Company ~~General~~and ~~Meeting,~~their assuccessors ~~discussed~~and ~~below~~assignees) (“Investcorp Representative”); (ii) Investcorp Merger Sub, LLC, a Delaware limited liability company and ~~after~~a ~~certain~~wholly ~~closing~~owned ~~conditions~~subsidiary ~~were~~of ~~met~~the Company (“Merger Sub”); (iii) Nexx HoldCo, ~~including~~LLC, ~~but~~a ~~not~~Delaware limited ~~to:~~liability company (i“Nexx HoldCo”) ; (iv) Michael Hanlon, as the ~~Company’s~~representative ~~IPO~~for ~~underwriters~~the ~~having~~members ~~waived~~of ~~their~~Nexx ~~respective~~HoldCo ~~entitlement~~and totheir ~~the~~successors ~~payment~~and ofassignees) ~~any~~(“Nexx ~~Deferred~~HoldCo ~~Discount~~Representative”); and (asv) ~~such~~Hanire ~~term~~LLC, isa ~~defined~~Delaware ~~therein~~limited liability company (“Hanire”), pursuant to bewhich ~~paid~~Merger ~~under~~Sub ~~the~~will ~~terms~~merge ofwith ~~the~~and ~~Underwriting~~into ~~Agreement~~Nexx ~~dated~~HoldCo ~~December 14~~(the “Merger”), ~~2021;~~with ~~(ii)~~Nexx HoldCo as the ~~Company~~surviving ~~obtaining~~company orin ~~extending~~the Merger and, as a ~~D&O~~result ~~insurance~~of ~~policy~~the onMerger, ~~terms~~Nexx ~~satisfactory~~HoldCo towill become a wholly owned subsidiary of the ~~parties,~~Company and ~~(iii)~~ each of the ~~termination~~units of membership interest of Nexx HoldCo will be automatically converted into the ~~Letter~~right ~~Agreement~~to ~~(defined~~receive ~~below).~~ordinary shares of the Company.

~~The~~Merger foregoing descriptions of the Purchase Agreement and the termination of the Letter Agreement do not purport to be complete, are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 10.1 and 10.2. Consideration

~~Item 1~~Prior to the Closing, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, the Company will transfer by way of continuation to and domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General Corporation Law and Part XII of the Cayman Islands Companies Act (2021 Revision).02 ~~Termination~~In connection with the Domestication (a) the governing documents of the Company, under which the Company shall have a ~~Material~~single ~~Definitive~~class ~~Agreement~~of common stock, par value $0.0001 per share, having one (1) vote per share shall be filed with the Secretary of State of the State of Delaware, and shall become the governing documents of the Company (the “Amended Investcorp Charter”); (b) each Class A ordinary share and each Class B ordinary shares of the Company that is outstanding at the time of the Domestication will be converted into one share of Company common stock; and (c) each Company warrant that is outstanding at the time of the Domestication shall convert automatically into a warrant exercisable for one share of the Company common stock.

InAs ~~connection~~consideration ~~with~~for the ~~Sponsor~~Merger, ~~Handover~~the members of Nexx HoldCo collectively shall be entitled to receive from the Company, in the aggregate, a number of shares of Company common stock with an aggregate value equal to $55,000,000.00 (the ~~Sponsor~~“Merger ~~and~~Consideration”) subject to a dollar for dollar adjustment for the ~~other~~PIPE ~~undersigned~~Funding ~~parties~~(as ~~therein~~such ~~terminated~~term is defined in the ~~Letter~~Merger Agreement,) ~~dated~~and ~~December 14,~~any ~~2021~~Additional Financing (as such term is defined in the ~~“Letter~~Merger Agreement”) and each share of Company common stock valued at the Per Share Price (as such term is defined in the Merger Agreement). The Merger Consideration shall be allocated among the members of Nexx HoldCo in accordance with their respective pro rata equity interest.

~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~ 1

OnRepresentations December 17, 2024, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company’s securities will be delisted from Nasdaq by reason of the failure of the Company to complete its initial business combination by December 14, 2024 (36 months from the effectiveness of its IPO registration statement) as required by IM-5101-2. Accordingly, trading in the Company’s Class A ordinary shares (“Class A Ordinary Shares”), units (“Units”) and warrants (“Warrants”) will be suspended at the opening of business on December 24, 2024 and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq. Warranties

The ~~Company~~Merger ~~intends~~Agreement tocontains ~~apply~~a tonumber ~~trade~~of ~~its~~representations ~~Class A~~and ~~Ordinary~~warranties ~~Shares,~~made ~~Units~~by ~~and~~each ~~Warrants~~of onthe parties as of the ~~OTCQB~~date ~~Market~~of ~~operated~~the onMerger ~~The~~Agreement ~~OTC~~or ~~Market~~other ~~systems~~specified dates. Certain of the representations and warranties are qualified by materiality or Material Adverse Effect (~~“OTC~~as ~~Market”~~defined below), ~~under~~as well as information provided in the ~~symbols~~disclosure ~~“IVCB~~schedules to the Merger Agreement. As used in the Merger Agreement,” “~~IVCBU”~~Material ~~and~~Adverse ~~“IVCBW.~~Effect” Inmeans, ~~the~~with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the ~~Company’s~~aggregate, ~~Class A~~a ~~Ordinary~~material ~~Shares~~adverse effect upon (a) the business, ~~Units~~assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and ~~Warrants~~its ~~are~~subsidiaries, ~~not~~taken ~~admitted~~as toa ~~trading~~whole, or (b) the ability of such person or any of its subsidiaries on a timely basis to consummate the ~~OTCQB~~transactions ~~Market~~contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations; provided, wehowever, ~~expect~~that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such person or any of its subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such person or any of its subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such person and its subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared) or natural disaster; (v) any failure in and of itself by such person and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be ~~quoted~~considered onin determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the ~~OTC~~extent ~~Markets’~~not ~~Pink~~excluded ~~Market.~~by ~~There~~another isexception) noand ~~guarantee~~(vi), with respect to the Company, the consummation and effects of the Redemption (as defined in the Merger Agreement); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a ~~broker~~Material ~~will~~Adverse ~~continue~~Effect has occurred or could reasonably be expected to ~~make~~occur to the extent that such event, occurrence, fact, condition, or change has a ~~market~~disproportionate effect on such person or any of its subsidiaries compared to other participants in the industries in which such person or any of its subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to the Company’s, ~~securities~~the amount of the Redemption or ~~that~~the ~~trading~~failure ~~thereof~~to ~~will~~obtain ~~continue~~the onrequired approval by the ~~OTC~~stockholders ~~Market~~of the Company shall not be deemed to be a Material Adverse Effect on or ~~otherwise.~~with respect to the Company.

~~Notwithstanding~~No the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to continue to pursue a business combination as well as the listing of its Class A Ordinary Shares, Units and Warrants on The Nasdaq Stock Market in connection therewith. However, there can be no assurance that an initial business combination will ultimately be successful or the Company’s securities will ultimately be listed on Nasdaq. Survival

~~Item 5.01~~The ~~Change~~representations and warranties of the parties contained in ~~Control~~the Merger Agreement terminate as of, ~~Registrant~~and do not survive, the Closing, and, following their expiration, there are no indemnification rights for another party’s breach of a representation or warranty. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.

~~The~~Covenants ~~information contained in Items 1.01, 1.02, and 5.02~~ of ~~this~~the ~~report are incorporated by reference into this item.~~ Parties

~~Item 5~~Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing and consummate the transactions contemplated by the Merger Agreement.~~02 Departure~~ The Merger Agreement also contains certain customary covenants by each of ~~Directors~~the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or ~~Certain~~the ~~Officers~~termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including, among other things, those relating to: (i) the provision of access to their properties, books and personnel; ~~Election~~(ii) the operation of ~~Directors~~their respective businesses in the ordinary course of business; ~~Appointment~~(iii) the provision by Nexx HoldCo to the Company of ~~Certain~~unaudited ~~Officers~~quarterly financial statements, ~~Compensatory~~including ~~Arrangements~~a consolidated quarterly balance sheet and income statement; (iv) the Company keeping current and timely filing of ~~Certain~~all ~~Officers~~its public filings with the U.S. Securities and Exchange Commission (the “SEC”); (v) use of the funds held in the Company’s trust account; (vi) notifications of certain breaches, consent requirements or other matters; (vii) the preparation and filing of the Registration Statement as described in more detail below, (viii) public announcements; and (ix) confidentiality. Each party also agreed during the Interim Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transaction, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals, offers or requests for information. The Merger Agreement also contains certain customary post-Closing covenants including, among other things, those relating to: (a) maintenance of books and records; (b) tax matters; and (c) indemnification of directors and officers and the purchase of tail directors’ and officers’ liability insurance.

~~Resignation of Officers and Directors~~ 2

OnIn ~~December 16~~addition, ~~2024,~~Nexx ~~effective~~HoldCo ~~upon~~agreed ~~the~~to ~~Closing,~~obtain ~~Baroness~~its ~~Ruby~~required ~~McGregor-Smith~~shareholder ~~submitted~~approvals ~~her~~in ~~resignation~~the asmanner ~~Chief~~required ~~Executive~~under ~~Officer,~~its ~~Craig~~organizational ~~Sinfield-Hain~~documents ~~submitted~~and ~~his~~applicable ~~resignation~~law asfor ~~Chief~~the ~~Financial~~execution, ~~Officer~~delivery and ~~Chairman~~performance of the ~~Board,~~Merger Agreement and ~~Alptekin~~each ~~Diler~~of ~~submitted~~the ~~his~~ancillary ~~resignation~~documents asto ~~Chief~~the ~~Investment~~Merger ~~Officer.~~Agreement ~~Each~~to ofwhich ~~these~~Nexx ~~individuals~~HoldCo ~~informed~~is ~~the~~or ~~Company~~is ~~that~~required ~~the resignation was~~ to ~~pursue~~be ~~other~~a ~~opportunities.~~party ~~There~~or ~~were~~bound, noand ~~disagreements between~~ the ~~Company~~consummation ~~and any~~ of ~~these individuals on any matter related to~~ the ~~Company’s~~contemplated ~~operations~~transactions, ~~policies~~including orthe ~~practices~~Merger.

~~Appointment~~In ofthe ~~Officers~~Merger Agreement the parties made customary covenants regarding the registration statement on Form S-4 to be filed by the Company and ~~Directors~~Nexx HoldCo, as co-registrant, with the SEC under the Securities Act of 1933, as amended (the “Securities Act”).

OnThe ~~December 23~~Company will distribute a proxy statement to seek the consent of its shareholders to, ~~2024~~among other things, (i) adopt and approve the Merger Agreement the contemplated transactions, including the Merger; (ii) the Domestication, including the adoption of the Amended Investcorp Charter; (iii) the appointment of the members of the new board of directors of the Company ~~appointed~~(the ~~Vikas~~“Post-Closing ~~Mittal~~Board”); as(iv) ~~Chief~~the ~~Executive~~adoption ~~Officer~~and approval of the Investcorp Equity Incentive Plan and any equity grants, ~~Chief~~to ~~Financial~~the ~~Officer~~extent required; (v) such other matters as the Company and aNexx ~~director~~HoldCo shall later mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by the Merger Agreement; (vi) the adjournment of the ~~Board.~~special meeting of the Company’s shareholders, if necessary or desirable in the reasonable determination of the Company.

~~Vikas~~The ~~Mittal.~~parties ~~Mr. Mittal~~agreed ~~has~~that ~~served as~~ the ~~Managing Member and Chief Investment Officer of Meteora Capital, LLC (“Meteora Capital”) since January 2022. Over Mr. Mittal’s 20 years on the buy~~Post-~~side~~Closing asBoard awill ~~principal~~consist ~~investor, he has deployed capital across event-driven investment strategies. Prior to Meteora Capital, Mr. Mittal was an investment professional and member~~ of ~~Glazer~~seven ~~Capital~~directors, ~~LLC~~each ~~(“GCM”),~~chosen ~~having~~by ~~joined~~Nexx ~~GCM in 2005. Before transitioning to the buy-side~~HoldCo, ~~Mr. Mittal~~at ~~was~~least ~~part~~four of ~~the~~whom ~~founding~~will ~~team~~be ~~that~~required launched Raymond James’ TMT investment banking practice in Palo Alto, California, in 2002 focusing on mid-market mergers and acquisitions and private placements. Mr. Mittal earned a B.S. in Finance from University of Florida, summa cum laude, and earned an MBA from NYU Stern School of Business. Mr. Mittal is also a CFA holder. We believe that Mr. Mittal is well qualified to ~~serve~~qualify as aan independent director ~~due~~under tothe ~~his~~relevant ~~extensive~~listing ~~professional investment background and his experience in transactions with special purpose acquisition companies~~rules.

~~Mr. Mittal~~The isparties ~~the~~further ~~sole~~agreed ~~director~~to oftake ~~the~~all ~~Acquirer,~~action ~~and~~necessary asso ~~such,~~that ~~has~~the ~~voting~~individuals ~~and~~serving ~~investment~~as ~~discretion with respect to~~ the ~~ordinary~~chief ~~shares~~executive ~~held~~officer ~~of record by Acquirer~~ and ~~may~~chief befinancial ~~deemed~~officer, torespectively, ~~have beneficial ownership~~ of ~~such~~the ~~shares.~~Company ~~Following~~immediately after the ~~Sponsor~~Closing ~~Handover~~will ~~and~~be the ~~redemptions~~same ~~effected~~individuals (in ~~connection with~~ the ~~Extraordinary~~same ~~General~~office) ~~Meeting,~~as ~~Mr. Mittal~~that ~~may be deemed to beneficially own approximately 75.6%~~ of ~~the~~Nexx ~~Company’s~~HoldCo ~~issued~~immediately ~~and~~prior ~~outstanding~~to ~~ordinary shares, and approximately 70% of~~ the ~~Company’s outstanding private placement warrants~~Closing.

InConditions ~~connection~~to ~~with~~Consummation ~~such appointments, Mr. Mittal will enter into an indemnity agreement with the Company, a form~~ of ~~which was filed with~~ the SEC as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated December 20, 2021. Other than as described above, there are no arrangements or understandings pursuant to which Mr. Mittal was selected as a director. Other than as described above, Mr. Mittal does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Merger

~~Item 5.07~~The ~~Submission~~Merger Agreement contains customary conditions to Closing, including the following mutual conditions of ~~Matters~~the parties (unless waived): (i) approval of the shareholders of the Company and the members of Nexx HoldCo of to the Merger Agreement and the contemplated transactions, and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the consummation of the transactions contemplated in the Merger Agreement; (v) the Registration Statement having been declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a ~~Vote~~Material Adverse Effect with respect to the other party; (viii) the Equity Award Resolution (as defined below) delivered by the Company to Nexx HoldCo; (ix) approval from Nasdaq for the listing of ~~Security~~the ~~Holders~~shares to be issued in connection with the Merger Agreement; and (x) appointment of the Post-Closing Board as contemplated under the Merger Agreement.

OnIn ~~December 17~~addition, ~~2024~~unless waived by the Nexx HoldCo, the ~~Company~~obligations ~~held~~of anNexx ~~extraordinary~~HoldCo ~~general~~to ~~meeting~~consummate ofthe ~~its~~transactions ~~stockholders~~contemplated (by the ~~“Extraordinary~~Merger ~~General~~Agreement ~~Meeting”).~~are Atsubject to the ~~Extraordinary~~satisfaction ~~General~~of ~~Meeting~~the following additional closing conditions, in ~~person~~addition orto bythe ~~proxy,~~delivery by the ~~holders~~Company of 14the Related Agreements (as defined and described in greater detail below),~~187,757~~ ~~shares~~customary certificates and other closing deliverables: (i) the representations and warranties of the Company’s ~~Class A~~being ~~Ordinary~~true ~~Shares~~and correct as of the date of the Merger Agreement and ~~Class B~~as ~~ordinary~~of ~~shares~~the Closing Date (~~“Class B~~subject ~~Ordinary~~to ~~Shares~~customary exceptions,” including materiality qualifiers); (ii) the Company having performed in all material respects its obligations and ~~together~~complied in all material respects with its covenants and agreements under the ~~Class A~~Merger ~~Ordinary~~Agreement ~~Shares,~~required ~~“Ordinary~~to ~~Shares”~~be performed or complied with by it on or prior to the Closing Date; (iii) ~~constituting~~absence ~~78.77%~~of any Material Adverse Effect with respect to the Company since the date of the ~~issued~~Merger Agreement which is continuing and ~~outstanding~~uncured; ~~voting~~(iv) ~~Ordinary~~the ~~Shares~~Company shall have made all reasonably necessary arrangements with the Trustee to the Trust Account to have the Trust Account funds disbursed to the Company, and there shall be no actions, suits, proceedings, arbitrations or mediations pending or threatened by any Person (not including Nexx HoldCo and its Affiliates) with respect to or against the Trust Account that would reasonably be expected to have a Material Adverse Effect on the Company; and (v) at least one day prior to Closing, the Company shall have delivered to Nexx HoldCo a written consent of the board of directors of the Company ~~entitled~~(or a duly appointed committee authorized to ~~vote~~administer the Investcorp Equity Incentive Plan), authorizing and approving the grant of awards of restricted stock units under the Investcorp Equity Incentive Plan in an aggregate amount of up to ten percent (10%), ~~therefore~~which percentage and allocation of such grants shall be determined at the sole discretion of Nexx HoldCo, of Company common stock on a ~~quorum~~fully-diluted basis (with, for the avoidance of doubt, restricted stock units representing the equivalent of one share of Company common stock) to certain individuals that were ~~present~~executives, atemployees or individual service providers of Nexx HoldCo as of immediately before the ~~Special~~Closing, ~~Meeting.~~which such awards shall be granted promptly after the filing and effectiveness of the registration statement on Form S-8 of the Company covering Investcorp Equity Incentive Plan, subject to such executives, employees or individual service providers’ continued service for Investcorp as of the grant date (the “Equity Award Resolution”).

~~The following is a brief description of the final voting results for the proposal submitted to a vote of the stockholders at the Extraordinary General Meeting.~~ 3

~~Extension~~Finally, ~~Amendment~~unless ~~Proposal~~waived by the Company, the obligations of the Company to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction of the following additional closing conditions, in addition to the delivery by Nexx HoldCo of the Related Agreements (as defined and described in greater detail below), customary certificates and other closing deliverables: (i) the representations and warranties of Nexx HoldCo being true and correct as of the date of the Merger Agreement and as of the Closing Date (subject to customary exceptions, including materiality qualifiers); (ii) Nexx HoldCo Bio having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Merger Agreement required to be performed or complied with by them on or prior to the Closing Date; (iii) absence of any Material Adverse Effect with respect to Nexx HoldCo as of the date of the Merger Agreement which is continuing and uncured, (iv) the Company shall have received all funding in accordance with the Merger Agreement; and (v) Nexx HoldCo shall have delviered to the Company the Nexx HoldCo Financials (as such term is defined in the Merger Agreement) and the Subsidiary Financials (as such term is defined in the Merger Agreement).

To consider and vote upon a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company must effectuate an initial business combination from December 17, 2024 to December 17, 2025 (the “Extension Amendment Proposal”). Termination

The ~~Extension~~Merger ~~Amendment~~Agreement ~~Proposal~~may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of the Company and Nexx HoldCo; (ii) by written notice by the Company or Nexx HoldCo if any of the conditions to the Closing have not been satisfied or waived by November 30, 2025 (the “Outside Date”) provided that the right to terminate the Merger Agreement shall not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Merger Agreement was ~~approved.~~the ~~The~~cause ~~voting~~of, ~~results~~or resulted in, the failure of the ~~shares~~Closing to occur on or before the Outside Date; (iii) by written notice by either the Company or Nexx HoldCo if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the ~~Ordinary~~transactions ~~Shares~~contemplated ~~were~~by the Merger Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Merger Agreement shall not be available to a party if the failure by such party or its affiliates to comply with any provision of the Merger Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority; (iv) by written notice by Nexx HoldCo to the Company, if (a) there has been a breach by the Company of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of the Company shall have become untrue or inaccurate, in any case, which would result in a failure of a condition to be satisfied (treating the Closing Date for such purposes as ~~follows:~~the date of the Merger Agreement or, if later, the date of such breach), and (b) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to the Company or (B) the Outside Date; provided, that Nexx HoldCo shall not have the right to terminate the Merger Agreement if at such time Nexx HoldCo is in material uncured breach of the Merger Agreement; (v) by written notice by the Company to Nexx HoldCo, if (a) there has been a breach by Nexx HoldCo of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of such parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition to be satisfied (treating the Closing Date for such purposes as the date of the Merger Agreement or, if later, the date of such breach), and (b) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Nexx HoldCo or (B) the Outside Date; provided, that the Company shall not have the right to terminate the Merger Agreement if at such time the Company is in material uncured breach of the Merger Agreement; (vi) by written notice by the Company to Nexx HoldCo, if a required payment is not received within 10 calendar days; (vii) by written notice by the Company to Nexx HoldCo, if there shall have been a Material Adverse Effect on Nexx HoldCo taken as a whole following the date of the Merger Agreement which is uncured and continuing; (viii) by written notice by either the Company or Nexx HoldCo to the other, if the Company’s special meeting is held (including any adjournment or postponement) and has concluded, the Company’s stockholders have duly voted, and the required Company stockholder approval was not obtained; or (ix) by written notice by either the Company or Nexx HoldCo to the other, if the Nexx HoldCo special meeting is held (including any adjournment or postponement) and has concluded, the Nexx HoldCo members have duly voted, and the required Nexx HoldCo member approval was not obtained.

For		Against		Abstentions
13,102,531		1,085,226		0

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, waiver of claims against trust, no recourse, termination and general provisions) will terminate, and no party to the Merger Agreement will have any further liability to any other party except for liability for fraud. The Merger Agreement does not provide for any termination fees.

InTrust ~~connection~~Account ~~with the vote to approve the Extension Amendment Proposal, the holders of 7,360,165 shares of Class A Ordinary Shares properly exercised their rights to redeem their shares for cash.~~ Waiver

~~Item 9.01~~Nexx ~~Financial~~HoldCo ~~Statements~~and Merger Sub each agreed that they and ~~Exhibits.~~their affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account (including any distributions) held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions) other than in connection with the Closing.

~~(d) Exhibits. The following exhibits are filed with this Form 8-K:~~ 4

ExhibitNo.		Description of Exhibits
10.1		Purchase Agreement December 16, 2024 (the “Effective Date”), by and among Samara Special Opportunities, a Cayman Island exempted company (the “Acquirer”), Investcorp Europe Acquisition Corp I., a Cayman islands exempted company (“SPAC”), Europe Acquisition Holdings Limited (“Sponsor”), Peter McKellar (“McKellar”) Baroness Ruby McGregor-Smith (“McGregor-Smith”), Pam Jackson (“Jackson”), Laurence Ponchaut (“Ponchaut”) and Adah Almutairi (“Almutairi”)
10.2		Termination of Letter Agreement dated December 23, 2024
104		Cover Page Interactive Data File

Governing Law

~~SIGNATURES~~The Merger Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to the conflict of laws principles. All actions arising out of or relating to the Merger Agreement shall be heard and determined exclusively in any state or federal court located in Delaware (or in any appellate court) (the “Specified Courts”). Each party (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any action arising out of or relating to the Merger Agreement brought by any party and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that the Merger Agreement or the contemplated transactions may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to the transactions contemplated by the Merger Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address.

~~Pursuant~~The Merger Agreement contains representations, warranties, and covenants that the respective parties made to each other as of the ~~requirements~~date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the ~~Securities~~contract ~~Exchange~~among ~~Act~~the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. It is not intended to provide any other factual information about the parties to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of ~~1934~~the Merger Agreement and as of specific dates, were solely for the ~~registrant~~benefit ~~has~~of ~~duly~~the ~~caused~~parties ~~this~~to ~~report~~the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be ~~signed~~subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on ~~its~~the ~~behalf~~representations, bywarranties, covenants and agreements, or any descriptions, as characterizations of the ~~undersigned~~actual ~~hereunto~~state ~~duly~~of ~~authorized~~facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Related Agreements

In connection with the Closing, the Company and Nexx HoldCo will enter into certain additional agreements pursuant to the Merger Agreement (the “Related Agreements”). Specifically, the Merger Agreement contemplates delivery of the following Related Agreements: (i) a support agreement to be delivered by each of the Nexx HoldCo officers, Nexx HoldCo directors, and 10% or greater members of Nexx HoldCo pursuant to which they will agree to vote all of the Nexx HoldCo equity interest in favor of the adoption of the Merger Agreement and the contemplated transactions and against any competing proposals; (ii) a lock-up agreement to be delivered by each of the Nexx HoldCo officers, Nexx HoldCo directors, and 10% or greater members of Nexx HoldCo to be effective for a period of six months after Closing subject to customary exceptions; (iii) a registration rights agreement to be delivered by each of the Nexx HoldCo officers, Nexx HoldCo directors, and 10% or greater members of Nexx HoldCo to register the sale of the shares of the Company common stock within 30 days following Closing, (iv) a support agreement to be delivered by Samara Special Opportunities (the “Sponsor”), the Company’s sponsor, pursuant to which the Sponsor will agree to vote all of its old Company ordinary shares in favor of the adoption of the Merger Agreement and the contemplated transactions and against any competing proposals; (v) a lock-up agreement to be delivered by the Sponsor and the Company’s independent directors to be effective for a period of six months after Closing subject to customary exceptions, and (vi) a registration rights agreement to be delivered by the Sponsor and the Company’s independent directors to register the sale of the shares of the Company common stock issued in connection with the Merger within 30 days following Closing.

Item 7.01. Regulation FD Disclosure.

On May 27, 2025, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. For the avoidance of doubt, the Company intends for this Form 8-K, including Exhibit 99.1, to satisfy the requirements of Rule 165(a) and Rule 425(a) under the Securities Act. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form-8-K includes “forward-looking statements” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 including, without limitation: statements related to the parties likelihood to enter into a binding or definitive agreement(s); statements related to the parties’ ability to close the proposed Merger Agreement, including the ability of both companies to secure all required regulatory, third-party and shareholder approvals for the proposed Merger Agreement; the anticipated benefits of the proposed Merger Agreement, including the potential amount of cash that may be available to the combined company upon consummation of the Merger Agreement; the anticipated enterprise value of the combined company following the Merger Agreement; sources and uses of cash from the Merger Agreement; the anticipated timing to close the Merger Agreement; the financial and business performance of the Company; and the Company’s anticipated future operating results.

You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements include, but are not limited to: the risk that the Merger Agreement may not be completed in a timely manner or at all; the failure to obtain requisite approval for the Merger Agreement or meet other closing conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement in respect of the Merger Agreement; failure to achieve sufficient cash available (taking into account all available financing sources) following any redemptions of the Company’s public shareholders; failure to obtain the requisite approval of the Company’s and Nexx HoldCo’s respective shareholders; failure to meet relevant listing standards in connection with the consummation of the Merger Agreement; failure to recognize the anticipated benefits of the Merger Agreement, which may be affected by, among other things, competition, the ability of the combined entity to maintain relationships with customers and suppliers and strategic alliance third parties, and to retain its management and key employees; potential litigation relating to the proposed Merger Agreement; changes to the proposed structure of the Merger Agreement that may be required or appropriate as a result of the announcement and execution of the Merger Agreement; unexpected costs and expenses related to the Merger Agreement; estimates of the combined company’s financial performance being materially incorrect predictions; general economic or political conditions; negative economic conditions that could impact Nexx HoldCo and the construction supply industry in general; reduction in demand for Nexx HoldCo’s products; changes in the markets that Nexx HoldCo targets or that the combined company intends to target; any change in laws applicable to the Company or Nexx HoldCo or any regulatory or judicial interpretation; and other factors, risks and uncertainties, including those to be included under the heading “Risk Factors” in the proxy statement/prospectus to be later filed with the SEC, and those disclosed in the Company’s SEC filings, under the heading “Risk Factors,” including its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 11, 2024 filed with the SEC and any subsequent filings.

All forward-looking statements are expressly qualified in their entirety by such factors. The Company does not undertake any duty to update any forward-looking statement except as required by law.

Additional Information and Where to Find It

In connection with the Merger Agreement, the Company intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to the stockholders of the Company in connection with the Company’s solicitation of proxies for the vote by its stockholders with respect to the proposed Merger Agreement and other matters as may be described in the definitive proxy statement/prospectus, as well as a prospectus relating to the offer and sale of the securities to be issued in the proposed Merger Agreement. Stockholders are encouraged to read the Registration Statement, when available, as it will contain important information.

This Form 8-K does not contain all of the information that should be considered by the Company’s or Nexx HoldCo’s members concerning the proposed Merger Agreement and is not intended to constitute the basis of any voting or investment decision in respect of the proposed Merger Agreement or the securities of the combined company. The respective stockholders of the Company and members of Nexx HoldCo and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments and the definitive proxy statement/prospectus and documents incorporated by reference filed in connection with the Merger Agreement, as these materials will contain important information about the Company, Nexx HoldCo, and the Merger Agreement.

When available, the definitive proxy statement/prospectus and other relevant materials for the Merger Agreement will be mailed to stockholders of the Company as of a record date to be established for voting on the Merger Agreement. Stockholders of the Company will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s web site at www.sec.gov or by directing a request to the Company at Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman KY1-1102, Cayman Islands.

Participants in the Solicitation

The Company, and Nexx HoldCo and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed Merger Agreement. Investors and securityholders may obtain more detailed information regarding the names and interests in the Merger Agreement of the directors and officers of each of the Company and Nexx HoldCo with respect to the proposed Merger Agreement in the proxy statement/prospectus for the proposed Merger Agreement when available and in such company’s respective filings with the SEC.

No Offer or Solicitation

This Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger Agreement and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are being filed:

Exhibit No.		Description
2.1†		Merger Agreement dated May 27, 2025.
2.2		Company Support Agreement dated May 27, 2025.
2.3		Sponsor Support Agreement dated May 27, 2025.
99.1		Press Release, dated May 27, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

†

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the duly authorized undersigned.

	Investcorp Europe Acquisition Corp I

Date: May 27, 2025	By:	/s/ Vikas Mittal
		Name:	Vikas Mittal
		Title:	Chief Executive Officer & Chief Financial Officer

Date: December 23, 2024

Investcorp Europe Acquisition Corp I

/s/ Vikas Mittal

Vikas Mittal

Chief Executive Officer & Chief Financial Officer

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