Europe Acquisition Holdings Ltd - Dec 23, 2024 Form 4 Insider Report for Investcorp Europe Acquisition Corp I (IVCB)

Role: 10%+ Owner
Signature: /s/ Rohit Nanda, Director, Europe Acquisition Holdings Limited
Stock symbol: IVCB
Transactions as of: Dec 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/27/2024, 05:59 PM
Previous filing: Jan 22, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IVCB	Class A ordinary shares	Sale		-4.96M	-70%		2.12M	Dec 23, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IVCB	Class B ordinary shares	Sale		-1	-100%		0	Dec 23, 2024	Class A ordinary shares	1		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.
F2	Investcorp S.A. ("ISA") 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.
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.