Investcorp S.A.'s Form 4 filing
Invest Acquisition Corp (IVCB) · filed Dec 27, 2024
- Accession no.
- 0000947871-24-001042
- Filed
- Dec 27, 2024, 5:59 PM ET
- Trade date
- Dec 23, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 1 derivative transaction. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Investcorp S.A.CIK 0000903555 | 10% Owner |
| Sipco Holdings LtdCIK 0001079218 | 10% Owner |
| Europe Acquisition Holdings LtdCIK 0001899648 | 10% Owner |
| Investcorp Holdings LtdCIK 0001901352 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 23, 2024 | Class A ordinary shares | SSaleDisposed | −4,955,649 | –F1 | – | 2,123,850 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 23, 2024 | Class A ordinary shares | SSaleDisposed | −1 | –F3 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Pursuant to the Purchase Agreement, dated as of December 16, 2024, by and among Samara Special Opportunities, a Cayman Island exempted company (the "Acquirer"), the Issuer, Europe Acquisition Holdings Limited ("Sponsor"), Peter McKellar ("McKellar"), Baroness Ruby McGregor-Smith ("McGregor-Smith"), Pam Jackson ("Jackson"), Laurence Ponchaut ("Ponchaut") and Adah Almutairi ("Almutairi"), Sponsor, McKellar, McGregor-Smith, Jackson, Ponchaut and Almutairi (collectively, the "Sellers") agreed to sell to Acquirer, and Acquirer agreed to purchase an aggregate of (i) one Class B ordinary share, $0.001 par value per share, (ii) 6,037,499 Class A ordinary shares, $0.001 par value per share (including the Class A ordinary shares reported in this Form 4), and (iii) 11,690,000 private placement warrants held by the Sellers for an aggregate purchase price of $1.00.
Referenced by the price of 1 transaction in Table I.
- F3
Unless otherwise converted in accordance with the Articles of Association of the Issuer, 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.
Referenced by the price of 1 transaction in Table II.