Table of Contents Title of each class Trading Symbol(s)Name of each exchange on 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washin ...

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washing ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41161 Investcorp Europe Acquisition Corp I (Exact name of registrant as specified in its charter) | --- | --- | ...

Financial Condition and Risks - The trust account is expected to contain approximately $11.23 per Class A ordinary share at the time of the initial business combination[159]. - Public shareholders may be incentivized to redeem their shares due to the trust account value, potentially receiving less than $10.20 per share if claims against the trust account arise[161]. - If additional capital is required, the company may need to borrow from its sponsor or management team, as third-party loans are unlikely[158]. - The company may incur significant costs in pursuing acquisition plans, and the funds outside the trust account may not be sufficient for operations during the Extension Period[157]. - The company may face write-downs or impairments post-business combination, negatively impacting financial condition and share price[160]. - Changes in laws or regulations could adversely affect the company's ability to complete its initial business combination and overall results[170]. - The SEC's Final Rules may impose additional disclosure requirements and increase potential liabilities, impacting the company's business operations[171]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and officers, which could discourage litigation against them[166]. - If bankruptcy occurs after distributing trust account proceeds, shareholders may face reduced amounts due to creditor claims[169]. - The company is not obligated to seek loans from affiliates in the future, which may limit available funds for operations[158]. - If the initial business combination is not consummated within the Extension Period, public shareholders may face delays in redeeming their shares from the trust account[177]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[240]. Shareholder Rights and Governance - Initial shareholders control 42.8% of the issued and outstanding ordinary shares, allowing them to appoint all directors prior to the initial business combination[180]. - The company may not hold an annual general meeting until after the initial business combination, delaying shareholder opportunities to appoint directors[182]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a majority of shareholders do not agree with[248]. - The approval for amendments to the memorandum and articles of association requires a two-thirds majority vote from shareholders, while amendments related to the trust account can be approved by 65% of the votes cast[251]. - Initial shareholders collectively own 42.8% of the ordinary shares, allowing them to exert substantial influence over shareholder votes, including amendments to governing documents[256]. - Shareholders will have the opportunity to redeem their shares for cash if amendments to the governing documents are proposed that affect their rights[252]. - The company is not required to hold an annual general meeting prior to the initial business combination, allowing current directors to remain in office until the completion of the business combination[256]. Business Combination and Acquisition Risks - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could significantly dilute existing shareholders' equity[204]. - The company may face challenges in completing its initial business combination due to the potential adverse effects of registration rights on the market price of its Class A ordinary shares[192]. - The company may pursue business combinations in industries outside of its management's expertise, which could lead to inadequate risk assessment[197]. - If the company does not complete its initial business combination, public shareholders may only receive their pro rata portion of the funds in the trust account, potentially less than $10.20 per share[198]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors[206]. - The company is not required to obtain an independent valuation for its business combination, relying instead on its board of directors' judgment[202]. - The investigation and negotiation for potential business combinations may incur substantial costs that are not recoverable if the transactions do not complete[205]. - The company may pursue business combinations with private companies, which often have limited public information, increasing the risk of unprofitable acquisitions[245]. - The company may face challenges in maintaining control of a target business post-combination, potentially impacting operational profitability[246]. - The potential for simultaneous business combinations may increase costs and risks, complicating the completion of initial business combinations[244]. - The company may not be able to diversify its operations, making it vulnerable to economic and competitive developments in a single industry[243]. Regulatory and Compliance Issues - The SEC proposed rules for SPACs to provide a safe harbor from being classified as an "investment company," requiring a de-SPAC transaction to be announced within 18 months and completed within 24 months of the IPO registration statement[172]. - A SPAC that holds 40% or more of its total assets in investment securities may be classified as an investment company, raising concerns about its operational status[174]. - If a SPAC does not complete its initial business combination within 24 months, it may be deemed an unregistered investment company, potentially leading to liquidation and loss of value for investors[175]. - Prior to December 14, 2023, funds in the trust account were held in U.S. government treasury obligations; however, the company has since instructed to liquidate these and hold funds in cash to mitigate investment company status risks[176]. - The company may be exposed to liabilities under the Foreign Corrupt Practices Act, which could adversely affect its business and financial condition[300]. - Changes in the market for directors and officers liability insurance could increase costs and complicate negotiations for initial business combinations[302]. - The company may need to purchase additional insurance to protect directors and officers from potential liabilities arising from pre-combination conduct, adding to expenses[304]. - The company is subject to evolving regulatory measures, which may increase compliance costs and risks of non-compliance[298]. Internal Controls and Financial Reporting - As of December 31, 2023, the company's disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting, specifically regarding the accuracy and completeness of accrued expenses and interest earned in the trust account[360]. - The management concluded that the internal control over financial reporting was not effective as of December 31, 2023, based on the evaluation under the Internal Control-Integrated Framework (2013)[361]. - The company has performed additional accounting and financial analyses and enhanced internal controls and procedures in response to identified weaknesses[361]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control[362]. - The company does not expect that its disclosure controls and procedures will prevent all errors and instances of fraud, acknowledging inherent limitations[360]. - Management plans to continue improving processes to effectively evaluate accounting technical pronouncements for significant or unusual transactions[361]. - The design of disclosure controls and procedures is influenced by resource constraints and the need to balance benefits against costs[360]. - The company has committed to ongoing enhancements of internal controls to address the complexities of accounting standards[361]. - The report does not include an attestation report from the registered public accounting firm regarding internal control over financial reporting, as the company is classified as an emerging growth company[362]. - Management believes that the financial statements present fairly the financial position, results of operations, and cash flows for the periods presented despite the identified weaknesses[360]. Management and Operational Risks - The management team has extensive experience in identifying and executing strategic investments globally, but past performance may not guarantee future results[194]. - The success of the initial business combination depends on key personnel, whose loss could negatively impact operations and profitability[221]. - Conflicts of interest may arise as officers and directors allocate their time between the Company and other business activities[226]. - The Company may engage underwriters for additional services, which could create potential conflicts of interest in sourcing and consummating a business combination[232]. - The personal and financial interests of directors and officers may influence their motivation in identifying and selecting a target business, potentially breaching fiduciary duties[231]. - The nominal purchase price for founder shares was $25,000, approximately $0.003 per share, which may significantly dilute the implied value of public shares upon consummation of an initial business combination[236]. - The sponsor invested a total of $16,725,000 in the company, including $16,700,000 for private placement warrants, which could lead to substantial profits for the sponsor even if public shares decline in value[237]. - A majority of the Company's directors and officers live outside the United States, which may complicate enforcement of legal rights for U.S. investors[218]. - The management team has significant experience, but involvement in litigation or investigations could impede the ability to consummate an initial business combination[219]. - Cyber incidents could lead to information theft, data corruption, operational disruption, and financial loss, particularly as the company lacks significant investments in data security protection[284]. - If the company pursues a target company outside the United States, it may face additional risks, including regulatory approvals and fluctuations in foreign exchange rates[286]. - Corporate governance standards in non-US countries may be weaker, potentially leading to unfavorable transactions and poor management practices[292].

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washing ...

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $3,752,723, which included a $3,249,935 loss on the change in fair value of warrant liabilities and $2,885,101 in formation and operating costs[127]. - The company had a net loss of $5,869,034 for the six months ended June 30, 2023, consisting of a $5,264,750 loss on the fair value of warrant liabilities and $6,595,415 in formation and operating costs[127]. - The company has not generated any operating revenues to date and relies on non-operating income from interest on cash and cash equivalents[126]. Business Combination - The company entered into a business combination agreement with Orca Holdings Limited on April 25, 2023, with the transaction expected to close in the second half of 2023[122][124]. - The business combination will involve the contribution of all issued and outstanding OpSec Ordinary Shares in exchange for $10,000,000 in cash and Pubco Ordinary Shares[123]. - The company anticipates using substantially all funds held in the trust account to complete its initial business combination[132]. Financial Position - The net proceeds from the IPO and private placement warrants amounted to $351,900,000 after deducting offering expenses and underwriting commissions[131]. - As of June 30, 2023, the company had approximately $234,234 available outside the trust account for operational expenses and due diligence on target businesses[133]. - The total amount outstanding under the loan for working capital as of June 30, 2023, was $2,000,000[136]. - As of June 30, 2023, the company did not have any off-balance sheet arrangements[146]. Expenses and Liabilities - The underwriter is entitled to a deferred fee of $12,075,000, payable only upon the completion of a Business Combination[148]. - The company incurred $780,000 in advisory fees, with $500,000 accrued in Accounts Payable and Accrued Expenses as of June 30, 2023[150]. - The company expects to incur significant expenses related to enhancing internal controls to meet regulatory requirements[145]. Going Concern and Risks - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed[141]. - The company may face adverse effects on operations due to economic uncertainties, including inflation and geopolitical instability[157]. Regulatory and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[151]. - The company has assessed its internal control over financial reporting and concluded it was effective as of June 30, 2023[163]. - The company has not engaged in any hedging activities since inception and does not expect to do so[159]. - The company has not reported any legal proceedings as of the latest fiscal quarter[165].

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washing ...

Financial Proceeds and Trust Account - The net proceeds from the IPO and the sale of private placement warrants amount to $2.9 million available outside the trust account for working capital requirements [178]. - The trust account is expected to contain approximately $10.20 per Class A ordinary share at the time of the initial business combination, which may incentivize public shareholders to redeem their shares [180]. - If additional capital is required, the company may need to borrow funds from its sponsor or management team, as there is no obligation for them to provide such loans [179]. - The proceeds held in the trust account are invested in U.S. government treasury obligations, which could yield negative interest rates, reducing the value of assets held in trust [187]. - If the company files for bankruptcy after distributing trust account proceeds, shareholders may face recovery claims, potentially reducing their received amounts [191]. - Proceeds held in the trust account may only be invested in U.S. government securities with a maturity of 185 days or less or in certain money market funds [196]. - If the company does not complete its initial business combination within the Combination Period, public shareholders may only receive their pro rata portion of the funds in the trust account [201]. - The company may need to seek additional financing for remaining contributions, as only a portion of the Loan will be used for working capital purposes [178]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the available amount from the trust account [284]. - A minimum cash requirement may be imposed for the initial business combination, affecting the ability to complete the transaction if cash conditions are not met [276]. - The company may abandon a business combination if the aggregate cash consideration required exceeds the available cash [277]. Business Combination Risks - The company may incur significant costs in pursuing acquisition plans, and if it fails to complete the initial business combination, it may be forced to liquidate [179]. - There is a risk that the funds in the trust account could be reduced due to third-party claims, potentially lowering the per-share redemption amount for shareholders [183]. - The company has not verified whether its sponsor has sufficient funds to satisfy indemnification obligations, which could impact the funds available for the initial business combination [186]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination [199]. - Proposed SEC rules could impose additional disclosure requirements for SPACs and may materially affect the company's business operations [200]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder the completion of the initial business combination [193]. - The company may face challenges in obtaining shareholder approval for business combinations if the target does not meet established criteria [224]. - The company is not required to obtain an independent valuation for the target business, relying instead on the judgment of its board of directors [226]. - The company may pursue business combinations in industries outside of its management's expertise, which could lead to inadequate risk assessment [222]. - The completion of a business combination is contingent upon the simultaneous closing of multiple acquisitions, which may complicate negotiations and due diligence [273]. - The company may pursue a business combination with a private company, which typically has limited public information available, increasing the risk of an unprofitable acquisition [274]. - The company may not maintain control of a target business after the initial business combination, which could affect operational profitability [275]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a substantial majority of shareholders disagree [276]. Shareholder and Management Dynamics - Initial shareholders own 20% of the issued and outstanding ordinary shares and control the appointment of the board of directors until the initial business combination is consummated [204]. - The company may not hold an annual general meeting of shareholders until after the consummation of the initial business combination, delaying the opportunity for shareholders to appoint directors [206]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption of their shares [203]. - The company has granted registration rights to initial shareholders and private placement warrant holders, which may complicate the initial business combination and negatively impact the market price of Class A ordinary shares [216]. - Initial shareholders collectively own 20% of the ordinary shares, potentially exerting significant influence over shareholder votes [285]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, potentially diluting existing shareholders' interests [229]. - The nominal purchase price for founder shares was $25,000, or approximately $0.003 per share, which may significantly dilute the implied value of public shares upon consummation of a business combination [263]. - The company may face conflicts of interest due to the financial interests of its directors and officers in identifying and selecting target businesses for combination [257]. - Conflicts of interest may arise as officers and directors allocate their time between the company and other business activities [252]. - Officers and directors may have fiduciary obligations to other entities, leading to conflicts in presenting business opportunities [254]. Regulatory and Compliance Considerations - The company must ensure that investment securities do not constitute more than 40% of its assets to avoid being regulated as an investment company under the Investment Company Act [195]. - Compliance with the Sarbanes-Oxley Act may require substantial financial and management resources, increasing the time and costs of completing an initial business combination [305]. - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors [300]. - The company may remain a smaller reporting company if the market value of its ordinary shares held by non-affiliates is less than $250 million or if annual revenues are less than $100 million [304]. - The company is governed by the amended and restated memorandum and articles of association, the Companies Act, and the common law of the Cayman Islands, which may differ significantly from U.S. corporate governance standards [307]. - Public shareholders may face challenges in protecting their interests against actions taken by management or controlling shareholders compared to U.S. companies [310]. - Provisions in the company's articles may inhibit takeovers, potentially limiting future share prices and entrenching management [311]. Market and Economic Risks - Economic and political conditions in the country of operations could significantly impact the company's business and financial results [321]. - Exchange rate fluctuations may adversely affect the financial condition and results of operations if revenues are received in foreign currencies [322]. - The company may face increased costs and risks of non-compliance due to changing laws and regulations, impacting management's focus on revenue-generating activities [325]. - The market for directors and officers liability insurance has become less favorable, potentially complicating the negotiation of initial business combinations [331]. - The need for additional insurance to protect directors and officers could add expenses and affect the ability to complete favorable business combinations [333]. Cybersecurity and Operational Risks - Cyber incidents could lead to information theft, operational disruption, and financial loss, with the company lacking significant investments in data security protection [312]. - The company has not engaged in any hedging activities since its inception [368]. - There are no expectations for the company to engage in any hedging activities regarding market risk [368]. - As of December 31, 2022, the company was not subject to any material market or interest rate risk [368]. - The net proceeds from the Initial Public Offering and Private Placement were invested in U.S. government treasury obligations with a maturity of 185 days or less [368]. - The company believes there was no associated material exposure to interest rate risk due to the short-term nature of these investments [368].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the transition period from to Commission File Number 001-41161 Investcorp Europe Acquisition Corp I (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation) 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) (IRS Employer Ide ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41161 Investcorp Europe Acquisition Corp I (Exact name of registrant as specified in its charter) (IRS Employer ...