UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~December 5, 282024 (November 29, 2024)

Investcorp AI Acquisition Corp.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-41383	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Century Yard, Cricket Square
Century Yard, Cricket SquareElgin AvenueP.O. Box 1111, George TownGrand Cayman, Cayman Islands		KYI-1102
Elgin Avenue
P.O. Box 1111, George Town
Grand Cayman, Cayman Islands		KYI-1102
(Address of principal executive offices)		(Zip Code)

+1 (302) 738-7210

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


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	IVCAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	IVCA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	IVCAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~October~~November 2829, 2024, Investcorp AI Acquisition Corp., ~~(“SPAC”~~a orCayman ~~“IVCA”)~~Islands ~~and~~exempted ~~Bigtincan~~company ~~Holdings Limited~~ (~~“Bigtincan” or~~ the “Company”) ~~issued~~received a ~~joint~~notification ~~press~~letter ~~release~~ (the “~~Press~~Notification ~~Release~~Letter”) ~~announcing~~from the ~~release~~Listing ofQualifications aDepartment ~~question and answer webcast~~ (the “~~Webcast~~Staff”) inof ~~connection with~~ the ~~previously~~Nasdaq ~~announced~~Stock ~~Business~~Market ~~Combination~~LLC ~~Agreement~~ (~~the~~ “~~BCA~~Nasdaq”) ~~and~~indicating ~~Scheme~~that ~~Implementation Deed (~~the ~~“SID”),~~Company’s ~~each~~listed ~~dated~~securities ~~October 21,~~fail ~~2024,~~to bycomply ~~and~~with ~~among SPAC,~~ the ~~Company,~~minimum ~~Bigtincan~~of ~~Limited~~$50,000,000 amarket ~~Cayman~~value ~~Islands~~of ~~exempted~~listed ~~company~~securities (“~~Pubco~~MVLS”), ~~and~~requirement ~~BTH~~for ~~Merger~~continued ~~Sub~~listing ~~Limited,~~on athe ~~Cayman~~Nasdaq ~~Islands~~Global ~~exempted~~Market ~~company~~in ~~and~~accordance ~~direct,~~with ~~wholly~~Nasdaq ~~owned~~Listing ~~subsidiary~~Rule of5450(b)(3)(A) ~~Pubco~~ (~~“Merger~~the ~~Sub~~“Rule”). ~~The~~based ~~BCA~~upon ~~and~~the ~~SID were announced on SPAC~~Company’s ~~Current~~MVLS ~~Report~~from onSeptember 27, ~~Form~~2024 ~~8-K~~to ~~filed with the SEC on October~~November 2127, 2024.

APursuant ~~copy~~to ofNasdaq Listing Rule 5810(c)(3)(C), the ~~Press~~Company ~~Release~~has ~~relating~~been provided a compliance period of 180 calendar days, or until May 28, 2025, to regain compliance with the ~~Webcast~~Rule. isTo ~~furnished~~regain ~~herewith~~compliance, asthe ~~Exhibit~~Company’s ~~99.1~~MVLS ~~and~~must ~~incorporated~~meet ~~into~~or ~~this~~exceed ~~Item~~$50,000,000 7for a minimum of ten consecutive business days prior to May 28, 2025.01 byIf ~~reference~~at any time during the compliance period, the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.

~~Furnished~~However, ~~herewith~~if asthe ~~Exhibit~~Company ~~99.2~~fails ~~and~~to ~~incorporated~~timely ~~into~~regain ~~this~~compliance ~~Item~~with ~~7.01 by reference is~~ the ~~Webcast~~Rule, ~~script (~~the ~~“Webcast~~Company’s ~~Script”)~~securities ~~that~~will ~~was~~be ~~used~~subject to ~~discuss~~delisting ~~the~~from ~~transactions~~Nasdaq. ~~contemplated~~Alternatively, by the ~~BCA~~Company ~~and~~may ~~SID~~consider ~~(the~~applying ~~“Transaction”)~~for ~~described~~a ~~above~~transfer ~~and~~to ~~referenced in~~ the ~~Press~~Nasdaq ~~Release~~Capital Market.

The ~~information~~Letter inhas ~~this~~no ~~Item~~immediate ~~7.01,~~effect ~~including~~on ~~each~~the listing of ~~Exhibits~~the ~~99.1~~Company’s ~~and~~securities ~~99.2,~~on isthe ~~furnished~~Nasdaq ~~and~~Global ~~shall~~Market ~~not~~under bethe ~~deemed~~symbols “~~filed~~IVCA,” ~~for~~“IVCAU,” ~~purposes~~and of“IVCAW.” ~~Section 18~~The ofCompany ~~the~~intends ~~Securities~~to ~~Exchange~~actively ~~Act~~monitor ofthe ~~1934,~~Company’s asMVLS ~~amended~~and ~~(the~~will ~~“Exchange~~take ~~Act”),~~all orreasonable ~~otherwise~~measures beavailable ~~subject~~ to the ~~liabilities~~Company ofto ~~that~~regain ~~section,~~compliance ~~nor~~with ~~shall~~the itRule bewithin ~~deemed~~the to180-calendar beday ~~incorporated~~compliance byperiod. ~~reference~~However, inthere ~~any~~can ~~filing~~be ~~under~~no assurance that the ~~Securities~~Company ~~Act~~will ofbe ~~1933,~~able asto ~~amended~~regain ~~(the~~or ~~“Securities~~maintain ~~Act”),~~compliance orwith the ~~Exchange~~applicable ~~Act,~~continued ~~except~~listing asstandards ~~expressly~~ set forth byin ~~specific~~the ~~reference~~Nasdaq inListing ~~such filing~~Rules.

Cautionary Note Regarding Forward-Looking Statements

This ~~Current Report on~~ Form 8-K ~~includes~~contains ~~certain statements that are not historical facts but are~~ forward-looking statements ~~for~~within ~~purposes of~~ the ~~safe~~meaning ~~harbor~~of ~~provisions~~Section 27A ~~under~~of the ~~United States Private~~ Securities ~~Litigation Reform~~ Act of ~~1995~~1933, as amended~~. Forward-looking statements are generally accompanied by words such as “believe~~,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and ~~similar~~Section 21E ~~expressions~~of ~~that~~the ~~predict~~Securities orExchange ~~indicate~~Act ~~future events or trends that are not statements~~ of ~~historical~~1934, ~~matters~~as amended. ~~These~~All ~~forward-looking~~ statements ~~are~~contained ~~based on various assumptions, whether or not identified~~ in this Current Report on Form 8-K, ~~and~~that ondo ~~current~~not ~~expectations~~relate ofto ~~the~~matters ~~respective management~~ of ~~the~~historical ~~Company~~fact orshould ~~the~~be ~~SPAC~~considered ~~and are not predictions of actual performance. These~~ forward-looking statements. ~~are~~In ~~provided~~addition, ~~for~~any ~~illustrative~~statements ~~purposes~~that ~~only~~refer ~~and are not intended~~ to ~~serve as~~projections, ~~and~~forecasts ~~must not be relied on as, a guarantee, an assurance, a prediction~~ or aother ~~definitive~~characterizations ~~statement~~ of ~~fact~~future ~~or probability. Actual~~ events ~~and~~or circumstances, ~~are~~including ~~difficult~~any orunderlying ~~impossible to predict and may differ materially from~~ assumptions., ~~Many actual events and circumstances~~ are ~~beyond~~forward-looking ~~the control of the Company or the SPAC~~statements. ~~Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward~~Forward-looking statements ~~include, but~~ are ~~not~~typically ~~limited~~identified ~~to:~~by ~~the~~words ~~outcome~~such ofas ~~any~~“plan,” ~~legal~~“believe,” ~~proceedings~~“expect,” ~~that~~“anticipate,” ~~may~~“intend,” be“outlook,” ~~instituted~~“estimate,” in“forecast,” ~~connection~~“project,” ~~with~~“continue,” ~~the~~“could,” ~~Transaction~~“may,” ~~delays~~“might,” in“possible,” ~~obtaining~~“potential,” or“predict,” ~~the~~“should,” ~~inability~~“would” toand ~~obtain~~other ~~necessary~~similar ~~regulatory~~words ~~approvals~~and orexpressions, ~~complete~~but ~~regulatory~~the ~~reviews~~absence ~~required~~of tothese ~~complete~~words ~~the~~does ~~Transaction,~~not ~~the~~mean ~~risk~~ that ~~the~~a ~~Transaction~~statement ~~disrupts~~is ~~current~~not ~~plans and operations, the inability to~~forward-looking.

The ~~recognize~~forward-looking ~~the~~statements ~~anticipated~~are ~~benefits~~based ofon the ~~Transaction,~~current ~~which~~expectations ~~may be affected by, among other things, competition, the ability~~ of ~~Pubco to grow and manage growth profitably with customers and suppliers and retain key employees, costs related to~~ the ~~Transaction, the risk that the Transaction does not close in the first quarter of 2025 or at all, changes in applicable laws or regulations, the possibility that the~~ Company or the SPAC may be adversely affected by other economic, business, and/or competitive factors, economic uncertainty caused by the impacts from the conflict in Russia and Ukraine and rising levels of inflation and interest rates, the risk that the approval of the Company Shareholders of the Transaction is not obtained, the risk that the approval of the shareholders of SPAC for the Transaction is not obtained, the risk that the PIPE Investment (as such term is defined in the BCA) is not completed prior to the closing of the Transaction or at all, the risk that even if the PIPE Investment is completed, it will not be sufficient to fund the execution of Pubco’s ~~business~~management ~~plan, the amount of redemption requests made by the SPAC’s shareholders~~ and ~~the~~are ~~amount~~inherently ofsubject ~~funds remaining in the SPAC’s trust account after the satisfaction of such requests, the Company’s and the SPAC’s ability~~ to ~~satisfy~~uncertainties ~~the conditions to closing of the Transaction, the risks discussed in the Company’s public reports filed with the Australian Securities Exchange (the “ASX”),~~ and ~~the~~changes ~~risks discussed~~ in ~~the~~circumstances ~~SPAC’s public reports filed with the U.S. Securities~~ and ~~Exchange~~their ~~Commission~~potential ~~(the~~effects ~~“SEC”), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,~~ and ~~Current~~speak ~~Reports~~only ~~on Form 8-K,~~ as ~~well~~of ~~as preliminary and definitive proxy statements/prospectuses and other filings that Pubco, SPAC and/or~~ the ~~Company~~date ~~intend to file with the SEC or the ASX in connection with the Transaction. If any~~ of ~~these~~such ~~risks materialize or the Company’s or the SPAC’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements~~statement. There ~~may~~can be ~~additional~~no ~~risks~~assurance that ~~neither~~future ~~the~~developments ~~Company~~will orbe ~~the SPAC presently know or that the Company or the SPAC believe are immaterial, that could also cause actual results to differ from~~ those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and the SPAC’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K. The Company and the SPAC anticipate that ~~subsequent~~have ~~events~~been ~~and developments may cause their assessments to materially change~~anticipated. ~~The Company and the SPAC specifically disclaim any obligation to update or revise any forward-looking statements, except as required by law.~~ These forward-looking statements should not be relied upon as representing the Company’s or the SPAC’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

~~Important~~ ~~Information~~involve ~~for~~a ~~Investors~~number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, without limitation, our ability to respond in a timely and ~~Stockholders~~satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance with the Rule and our ability to remain current with our reports with the SEC. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent events or circumstances.

This communication is being made in respect of the proposed Transaction involving Pubco, the SPAC and the Company. In connection with the Transaction, Pubco intends to file wit the SEC a registration statement on Form F-4 (the “Registration Statement”) containing a preliminary proxy statement of SPAC and a preliminary prospectus of Pubco and after the Registration Statement is declared effective, SPAC will mail a definitive proxy statement/prospectus and proxy cards relating to the Transaction to its shareholders entitled to vote at the extraordinary general meeting to be called by SPAC related to the proposed Transaction. This Form 8-K, the Press Release, and the Webcast are not substitutes for the Registration Statement, such proxy statement/prospectus, or any other document that Bigtincan, Pubco, or SPAC may file with the SEC or ASX or send to their respective shareholders in connection with the proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect

of the Transaction. SPAC’s shareholders, Bigtincan’s shareholders, and other interested persons are advised to reach, when available, the Registration Statement, the preliminary proxy statement/prospectus, and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Transaction, as these materials will contain important information about Bigtincan, Pubco, SPAC, and the Transaction. When available, the definitive proxy statement/prospectus and other relevant materials for the Transaction will be mailed to shareholders of SPAC as of a record date to be established for voting on the Transaction. SPAC’s shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, on SPAC’s website at www.investcorpspac.com/ or by directing a request to Investcorp AI Acquisition Corp., Century Yard, Cricket Square, Elgin Avenue, PO Box 1111, George Town, Grand Caymon, Cayman Islands KY-1102 (phone number +1 (345) 949-5122).

No Offer or Solicitation

SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the Transaction. Investors and shareholders may obtain more detailed information regarding the names, affiliations, and interests of SPAC’s executive officers and directors by reading SPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its subsequent filings under the U.S. Securities Exchange Act of 1934, as amended, the Registration Statement, and the proxy statement/prospectus when it becomes available, and other relevant materials that will be filed with the SEC in connection with the proposed Transaction when they become available. Information concerning the interests of the SPAC’s participations in the solicitation, which may, in some cases, be different than those of the SPAC shareholders generally, will be set forth in the proxy statement/prospectus relating to the proposed Transaction when it becomes available. Bigtincan, Pubco, and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of SPAC in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction will be included in the Registration Statement and the proxy statement/prospectus for the Transaction when available.

Investment in any securities described in this Form 8-K, the Press Release, and the Webcast have not been approved or disapproved by the SEC, any state securities commission, or any other regulatory authority not has any authority passed upon or endorsed the merits of the Transaction or the accuracy or adequacy of the information contained in this Form 8-K, the Press Release, or the Webcast. Any representation to the contrary is a criminal offense.

Item 9.01. Financial Statements and Exhibits

ExhibitNo.		Description
99.1		Press Release, dated October 28, 2024
99.2		Webcast Script, dated October 28, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the ~~Securities~~ Exchange Act ~~of 1934~~, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2024

Investcorp AI Acquisition Corp.

Investcorp AI Acquisition Corp.

/s/ Nikhil Kalghatgi

Date: December 5, 2024

/s/ Nikhil Kalghatgi

Nikhil Kalghatgi

Principal Executive Officer and Director

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