Sec Form 4 Filing - Europe Acquisition Holdings Ltd @ Investcorp Europe Acquisition Corp I - 2024-01-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Europe Acquisition Holdings Ltd
2. Issuer Name and Ticker or Trading Symbol
Investcorp Europe Acquisition Corp I [ IVCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
CENTURY YARD, CRICKET SQUARE, ELGIN AVE., PO BOX 1111
3. Date of Earliest Transaction (MM/DD/YY)
01/02/2024
(Street)
GRAND CAYMAN, E9KY1-1102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 01/02/2024 M( 1 ) 7,079,499 A 7,079,499 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares ( 3 ) 01/02/2024 M( 1 ) 7,079,499 ( 3 ) ( 3 ) Cl ass A ordinary shares 7,079,499 ( 3 ) 1 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Europe Acquisition Holdings Ltd
CENTURY YARD, CRICKET SQUARE, ELGIN AVE.
PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
Investcorp S.A.
CENTURY YARD, CRICKET SQUARE, ELGIN AVE.
PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
Investcorp Holdings Ltd
CENTURY YARD, CRICKET SQUARE, ELGIN AVE.
PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
SIPCO HOLDINGS LTD
CENTURY YARD, CRICKET SQUARE, ELGIN AVE.
GRAND CAYMAN, E9KY1-1102
X
Signatures
/s/ Rohit Nanda, authorized signatory for Europe Acquisition Holdings Limited 01/22/2024
Signature of Reporting Person Date
/s/ Abbas Rizvi, authorized signatory for Investcorp S.A. 01/22/2024
Signature of Reporting Person Date
/s/ Abbas Rizvi, authorized signatory for Investcorp Holdings Limited 01/22/2024
Signature of Reporting Person Date
/s/ Abbas Rizvi, authorized signatory for SIPCO Holdings Limited 01/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In accordance with the Issuer's Amended and Restated Memorandum and Articles of Association, as amended (the "Articles of Association"), the Reporting Person voluntarily converted these Class B ordinary shares of the Issuer to Class A ordinary shares of the Issuer on a one-for-one basis.
( 2 )Investcorp Investment Holdings Limited ("IIHL") ceased to be a member of the Reporting Person effective October 21, 2022. IIHL was directly controlled by Investcorp S.A. ("ISA"), which controls the Reporting Person through its direct control of intermediate entities that directly control the Reporting Person. ISA is directly controlled by Investcorp Holdings Limited ("IHL"). SIPCO Holdings Limited ("SIPCO") may be deemed to indirectly control IHL through its control of a majority of the voting interests in a company that indirectly controls a majority of the voting interests in IHL. As such, ISA, IHL and SIPCO may be deemed to have beneficial ownership over the securities held by the Reporting Person. Each of the Reporting Person, ISA, IHL and SIPCO disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it may have therein.
( 3 )Unless otherwise converted in accordance with the Articles of Association, Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis in accordance with the promote schedule as described in the Issuer's registration statement on Form S-1 (File No. 333-261301), subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

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