Workflow
Investcorp Acquisition (IVCA) - 2024 Q4 - Annual Report
IVCAInvestcorp Acquisition (IVCA)2025-04-16 20:15

IPO and Initial Business Combination - The Company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of 225millionfromthesaleof22,500,000unitsat225 million from the sale of 22,500,000 units at 10.00 per unit[21]. - Following the IPO, the underwriter exercised their over-allotment option, resulting in an additional 3,375,000 units issued for 33.75million[21].−Atthe2023ExtraordinaryGeneralMeeting,shareholdersapprovedaproposaltoextendthedeadlineforcompletingtheInitialBusinessCombinationtoAugust12,2024,with16,085,554ClassAordinarysharesredeemedforapproximately33.75 million[21]. - At the 2023 Extraordinary General Meeting, shareholders approved a proposal to extend the deadline for completing the Initial Business Combination to August 12, 2024, with 16,085,554 Class A ordinary shares redeemed for approximately 172.77 million[23]. - The 2024 Extraordinary General Meeting approved an extension to May 12, 2025, with 8,314,066 Class A ordinary shares redeemed for approximately 95.45million[24].−TheCompanyenteredintoabusinesscombinationagreementwithBigtincanHoldingsLimitedonOctober20,2024,butthiswaslaterterminatedonDecember5,2024[26][27].−ThecompanyhasuntilMay12,2025,toconsummateanInitialBusinessCombination,withthepossibilityofextendingthisperiodthroughmonthlycontributionsfromtheSponsor[85].−ThecompanyisrequiredtocompletetheInitialBusinessCombinationwithtargetbusinesseshavinganaggregatefairmarketvalueofatleast8095.45 million[24]. - The Company entered into a business combination agreement with Bigtincan Holdings Limited on October 20, 2024, but this was later terminated on December 5, 2024[26][27]. - The company has until May 12, 2025, to consummate an Initial Business Combination, with the possibility of extending this period through monthly contributions from the Sponsor[85]. - The company is required to complete the Initial Business Combination with target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[156]. - If the Initial Business Combination is not completed within 36 months from the IPO closing, shareholders may only receive approximately 11.87 per share upon liquidation of the Trust Account[156]. - The company may complete its Initial Business Combination without a majority of Public Shareholders' support, as it can seek shareholder approval or allow redemption without a vote[64]. - The company may extend the period to consummate an Initial Business Combination by an additional three months on two separate occasions without providing shareholders with voting or redemption rights[60]. Business Strategy and Target Focus - The Company is actively seeking a business combination target, focusing on high-quality businesses in sectors such as artificial intelligence, healthcare, and fintech[28]. - The Company intends to target companies with an enterprise value exceeding 1billion,emphasizingstrongmanagementteamsandfundamentallysoundoperations[35].−Thecompanyhasastrategytoleverageitsmanagementteam′snetworkandexpertisetoidentifyandevaluatepotentialacquisitiontargets[29].−Thecompanymaypursueacquisitionopportunitiesinvariousindustries,buthasnotyetidentifiedspecifictargetbusinesses[127].−ThecompanymayengageinInitialBusinessCombinationswithtargetbusinessesaffiliatedwithitsSponsor,officers,ordirectors,whichmaypresentpotentialconflictsofinterest[142].FinancialConditionandRisks−AsofDecember31,2024,theCompanyhadnotcommencedanyoperationsandgeneratednon−operatingincomesolelyfrominterestincome[20].−Thecompanyhasnooperatinghistoryandnorevenues,makingitdifficulttoevaluateitsabilitytoachievebusinessobjectives[62].−ThecompanymaydependonloansfromitsSponsorormanagementteamtofunditssearchforatargetbusiness,asthereisariskofinsufficientnetproceedsfromtheInitialPublicOffering[62].−Thecompanymayfaceintensecompetitionfromotherentitieswithsimilarbusinessobjectives,whichmaylimititsabilitytoacquirelargertargetbusinesses[46].−ThecompanymaynotbeabletocompleteitsInitialBusinessCombinationwithintheprescribedtimeframe,potentiallyleadingtoliquidation[60].−ThecompanymayfacechallengesincompletingtheInitialBusinessCombinationduetogeopoliticaltensions,whichcouldadverselyaffecttargetbusinessesandmarketconditions[81].−Thecompany’sabilitytocompletetheInitialBusinessCombinationmaybenegativelyimpactedbymarketvolatilityandotherrisks,includingtheongoingconflictbetweenRussiaandUkraine[89].−Thecompanymaynothavesufficientfundstooperateforatleast36monthsfollowingtheInitialPublicOfferingifthefundsoutsidetheTrustAccountareinsufficient[106].−ThecompanymayfaceliabilitiesundertheForeignCorruptPracticesAct(FCPA),whichcouldnegativelyimpactbusinessoperationsandfinancialcondition[187].ShareholderRightsandRedemption−PublicShareholdersmayreceiveonly1 billion, emphasizing strong management teams and fundamentally sound operations[35]. - The company has a strategy to leverage its management team's network and expertise to identify and evaluate potential acquisition targets[29]. - The company may pursue acquisition opportunities in various industries, but has not yet identified specific target businesses[127]. - The company may engage in Initial Business Combinations with target businesses affiliated with its Sponsor, officers, or directors, which may present potential conflicts of interest[142]. Financial Condition and Risks - As of December 31, 2024, the Company had not commenced any operations and generated non-operating income solely from interest income[20]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[62]. - The company may depend on loans from its Sponsor or management team to fund its search for a target business, as there is a risk of insufficient net proceeds from the Initial Public Offering[62]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[46]. - The company may not be able to complete its Initial Business Combination within the prescribed time frame, potentially leading to liquidation[60]. - The company may face challenges in completing the Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - The company’s ability to complete the Initial Business Combination may be negatively impacted by market volatility and other risks, including the ongoing conflict between Russia and Ukraine[89]. - The company may not have sufficient funds to operate for at least 36 months following the Initial Public Offering if the funds outside the Trust Account are insufficient[106]. - The company may face liabilities under the Foreign Corrupt Practices Act (FCPA), which could negatively impact business operations and financial condition[187]. Shareholder Rights and Redemption - Public Shareholders may receive only 11.87 per share upon redemption if the Initial Business Combination is not completed, which is higher than the typical 10.00pershareinsimilarcompanies[95].−IftoomanyPublicShareholdersexercisetheirredemptionrights,itmayhindertheabilitytomeetclosingconditionsfortheInitialBusinessCombination[68].−TheTrustAccountcurrentlycontains10.00 per share in similar companies[95]. - If too many Public Shareholders exercise their redemption rights, it may hinder the ability to meet closing conditions for the Initial Business Combination[68]. - The Trust Account currently contains 11.87 per Class A ordinary share, which may incentivize Public Shareholders to redeem their shares[95]. - If the Initial Business Combination is not completed, Public Shareholders may receive approximately 11.87pershareuponliquidationoftheTrustAccount[105].−Thecompanyexpectsitsinitialshareholderstoownatleast2011.87 per share upon liquidation of the Trust Account[105]. - The company expects its initial shareholders to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote[65]. Governance and Compliance - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[54]. - The company will remain an emerging growth company until it has total annual gross revenues of 1.235 billion or more[56]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[57]. - The company has a compliance period of 180 days, until May 28, 2025, to regain compliance with the MVLS requirement[207]. - If the company fails to regain compliance, its securities may be delisted, leading to reduced liquidity and potential classification as a "penny stock"[210]. Management and Operational Risks - The company currently has two officers and does not plan to hire full-time employees before completing its Initial Business Combination[49]. - Key personnel's departure could adversely affect the ability to operate and the success of the Initial Business Combination[189]. - The management of a target business may not possess the necessary skills to operate a public company, potentially impacting profitability[175]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the Initial Business Combination[195]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, leading to potential conflicts[199]. Financial Projections and Shareholder Impact - The net proceeds from the Initial Public Offering and private placement amounted to 259,606,250,whichwillbeusedtocompletetheInitialBusinessCombination[149].−ThenominalpurchasepricefortheFounderShareswas259,606,250, which will be used to complete the Initial Business Combination[149]. - The nominal purchase price for the Founder Shares was 25,000, or approximately 0.0035pershare,whichmayleadtosignificantdilutionforPublicShareholders[213].−UponconsummationoftheInitialBusinessCombination,theimpliedvalueperPublicSharecoulddropto0.0035 per share, which may lead to significant dilution for Public Shareholders[213]. - Upon consummation of the Initial Business Combination, the implied value per Public Share could drop to 2.21, representing a 20% decrease from the initial implied value[213]. - The company anticipates that if unable to complete the Initial Business Combination, public shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[140]. - The company may issue additional Class A ordinary shares or preference shares to complete the Initial Business Combination, which could significantly dilute existing shareholders' equity interests[141].