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Filing Details

Accession Number:: 0000947871-24-001041
Form Type:: 13G Filing
Publication Date:: 2024-12-26 19:00:00

Filed By:: Europe Acquisition Holdings Ltd
Company:: Investcorp Europe Acquisition Corp I
Filing Date:: 2024-12-27
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Aggregate Shares	Percent of Class
Europe Acquisition Holdings Ltd	2,123,850	11.8%
Investcorp European Acquisition Splitter Limited	2,123,850	11.8%
Investcorp Cayman Holdings Limited	2,123,850	11.8%
Investcorp S.A.	2,123,850	11.8%
Investcorp Holdings Ltd	2,123,850	11.8%
SIPCO Holdings Ltd	2,123,850	11.8%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

INVESTCORP EUROPE ACQUISITION CORP I

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G4923T105

(CUSIP Number)

12/23/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

G4923T105

Names of Reporting Persons

Europe Acquisition Holdings Ltd

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,123,850.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,123,850.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,123,850.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

11.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G4923T105

Names of Reporting Persons

Investcorp European Acquisition Splitter Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,123,850.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,123,850.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,123,850.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

11.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G4923T105

Names of Reporting Persons

Investcorp Cayman Holdings Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,123,850.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,123,850.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,123,850.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

11.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G4923T105

Names of Reporting Persons

Investcorp S.A.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,123,850.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,123,850.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,123,850.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

11.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G4923T105

Names of Reporting Persons

Investcorp Holdings Ltd

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,123,850.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,123,850.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,123,850.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

11.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G4923T105

Names of Reporting Persons

SIPCO Holdings Ltd

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,123,850.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,123,850.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,123,850.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

11.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

INVESTCORP EUROPE ACQUISITION CORP I

(b)

Address of issuer's principal executive offices:

Century Yard, Cricket Square, Elgin Avenue, PO Box 1111, George Town, Grand Cayman, Cayman Islands KY1-1102

Item 2.

(a)

Name of person filing:

Europe Acquisition Holdings Limited Investcorp European Acquisition Splitter Limited Investcorp Cayman Holdings Limited Investcorp S.A. Investcorp Holdings Limited SIPCO Holdings Limited

(b)

Address or principal business office or, if none, residence:

Century Yard, Cricket Square, Elgin Avenue, PO Box 1111, George Town, Grand Cayman, Cayman Islands KY1-1102

(c)

Citizenship:

Europe Acquisition Holdings Limited is a Cayman Islands exempted company. Investcorp European Acquisition Splitter Limited is a Cayman Islands exempted company. Investcorp Cayman Holdings Limited is a Cayman Islands exempted company. Investcorp S.A. is a Cayman Islands exempted limited liability company. Investcorp Holdings Limited is a Cayman Islands exempted company. SIPCO Holdings Limited is a Cayman Islands exempted company.

(d)

Title of class of securities:

Class A ordinary shares, par value $0.0001 per share

(e)

CUSIP No.:

G4923T105

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

2,123,850 Class A ordinary shares

(b)

Percent of class:

11.8 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

0 shares

(ii) Shared power to vote or to direct the vote:

2,123,850 Class A ordinary shares

(iii) Sole power to dispose or to direct the disposition of:

0 shares

(iv) Shared power to dispose or to direct the disposition of:

2,123,850 Class A ordinary shares Europe Acquisition Holdings Limited (the "Sponsor") is the record holder of 2,123,850 Class A ordinary shares. Sponsor is directly controlled by Investcorp European Acquisition Splitter Limited ("Splitter"), which is directly controlled by Investcorp Cayman Holdings Limited ("ICHL"). Investcorp S.A. ("ISA") directly controls ICHL. Investcorp Holdings Limited ("IHL") directly controls ISA. 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, Splitter, ICHL, ISA, IHL and SIPCO may be deemed to have beneficial ownership over the number of Class A ordinary shares held directly by the Sponsor. Each of the Sponsor, Splitter, ICHL, ISA, IHL and SIPCO disclaims beneficial ownership therein beyond their pecuniary interest therein.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Europe Acquisition Holdings Ltd

Signature:	/s/ Rohit Nanda
Name/Title:	Rohit Nanda
Date:	12/27/2024

Investcorp European Acquisition Splitter Limited

Signature:	/s/ Sadeq Habib
Name/Title:	Sadeq Habib
Date:	12/27/2024

Investcorp Cayman Holdings Limited

Signature:	/s/ Craig Sinfield-Hain
Name/Title:	Craig Sinfield-Hain
Date:	12/27/2024

Investcorp S.A.

Signature:	/s/ Abbas Rizvi
Name/Title:	Abbas Rizvi
Date:	12/27/2024

Investcorp Holdings Ltd

Signature:	/s/ Abbas Rizvi
Name/Title:	Abbas Rizvi
Date:	12/27/2024

SIPCO Holdings Ltd

Signature:	/s/ Abbas Rizvi
Name/Title:	Abbas Rizvi
Date:	12/27/2024

Exhibit Information

EXHIBIT 99.A - Joint Filing Agreement