SUPPLEMENT TO PROXY STATEMENT
OF
INVESTCORP EUROPE ACQUISITION CORP I
Dated March 7, 2023
The
following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Companys definitive proxy statement (the Definitive
Proxy Statement), filed with the Securities and Exchange Commission (the SEC) on February 28, 2023, which should be read in its entirety. To the extent the information set forth herein differs from or updates information
contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the extension (the Extension
and such proposal, the Extension Amendment Proposal) of the time period during which the Company has to complete an initial business combination from March 17, 2023 to December 17, 2023 (such date, the Extended
Date) and a proposal to remove from the Companys Amended and Restated Memorandum and Articles of Association (the Articles) the limitation that the Company shall not redeem Class A ordinary shares included as part of the
units sold in its initial public offering (including any shares issued in exchange thereof, the public shares) to the extent that such redemption would cause the Companys net tangible assets to be less than $5,000,001. The purpose
of the supplemental disclosures is to provide an update on the Companys discussions with a counterparty to a potential business combination and the proposed contributions to the Companys trust account in connection with the Extension.
Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Extension Option
The purpose of the Extension
Amendment is to allow us more time to enter into and consummate a business combination. The Articles currently provide that we have until March 17, 2023 to consummate our initial business combination (the Combination Period). Europe
Acquisition Holdings Limited, an exempted company incorporated in the Cayman Islands, or an affiliate thereof (the Sponsor) has the right to extend the Combination Period by three months by paying an additional $3,450,000 into the Trust
Account (an Extension Option). Our Sponsor may exercise the Extension Option twice, allowing for up to an additional six months (for a total of 21 months) to complete a business combination. Our Sponsor currently has no intention of
exercising an Extension Option. If the Extension Amendment Proposal is approved, the Extension Option will be eliminated.
Letter of Intent
While the Company is currently in discussions regarding business combination opportunities and has signed a
non-binding letter of intent with a target, the board has determined that there may not be sufficient time before March 17, 2023 to consummate an initial business combination. Therefore, the
Companys board of directors has determined the Extension Amendment Proposal is in the best interests of the Companys shareholders.
Contributions to Trust Account
On March 7,
2023, the Company entered into a non-interest bearing convertible unsecured loan (the Loan) in the principal amount of up to $2,000,000 from the Sponsor to provide the Company with additional
working capital during the proposed Extension, and to fund the initial Contributions described herein. If the Extension Amendment Proposal is approved at the Extraordinary General Meeting, the Sponsor has agreed, by making monthly advancements on
the Loan, to contribute (each such contribution, a Contribution) into the Companys Trust Account the lesser of (x) an aggregate of $350,000 or (y) $0.03 per share for each of the public shares that are not redeemed at the
Extraordinary General Meeting for each monthly period (commencing on March 17, 2023 and ending on the 17th day of each subsequent month), or portion thereof, until the earlier of the
completion of the initial business