Item 1.01. Entry into a Material Definitive Agreement

Business Combination Agreement

On April 25, 2023, Investcorp Europe Acquisition Corp I, a Cayman Islands exempted company incorporated with limited liability (the "Company"), OpSec Holdings, a Cayman Islands exempted company with limited liability ("Pubco"), Opal Merger Sub I, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of Pubco ("Merger Sub I"), Opal Merger Sub II, a Cayman Islands exempted company incorporated with limited liability and wholly-owned Subsidiary of Pubco ("Merger Sub II"), Orca Holdings Limited, a Cayman Islands exempted company incorporated with limited liability ("OpSec"), Orca Midco Limited, a private limited company incorporated under the Laws of England and Wales ("Orca Midco"), Orca Bidco Limited, a private limited company incorporated under the Laws of England and Wales and a subsidiary of OpSec ("Orca"), Investcorp Technology Secondary Fund 2018, L.P., a Cayman Islands exempted limited partnership ("ITSF"), and Mill Reef Capital Fund ScS, a limited partnership (société en commandite simple) organized under the laws of Luxembourg ("Mill Reef", and together with ITSF, the "OpSec Shareholders"), entered into a Business Combination Agreement (the "Business Combination Agreement"). The Company, together with Pubco, Merger Sub, OpSec, Orca Midco, Orca and the OpSec Shareholders are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties."

The Business Combination Agreement and the transactions contemplated thereby (the "Transactions") were unanimously approved by the Company's board of directors based upon the unanimous recommendation of a special committee of independent directors (the "Special Committee"). The Transactions were also unanimously approved by the boards of directors of each of Pubco, Merger Sub I, Merger Sub II and OpSec, by the OpSec Shareholders and by the sole shareholder of each of Pubco, Merger Sub I and Merger Sub II.

The Business Combination

The Business Combination Agreement provides that, among other things, (1) the OpSec Shareholders will contribute to Pubco all of the issued and outstanding ordinary shares of OpSec (the "OpSec Ordinary Shares") in exchange for (a) ordinary shares of Pubco ("Pubco Ordinary Shares") and (b) an aggregate amount in cash equal to $10,000,000 (collectively, the "Share Contribution"), (2) following the Share Contribution, OpSec will merge with and into Merger Sub I, as a result of which the separate corporate existence of OpSec shall cease and Merger Sub I shall continue as the surviving company (the "First Merger"), and (3) following the First Merger, the Company will merge with and into Merger Sub II (the "Second Merger"), as a result of which (a) the separate corporate existence of Merger Sub II shall cease and the Company shall continue as the surviving company, (b) the issued and outstanding Class A ordinary shares of the Company ("Company Class A Shares") immediately prior to the effective time of the Second Merger (the "Second Merger Effective Time") shall be exchanged for Pubco Ordinary Shares concurrently with the Second Merger, (c) the issued and outstanding Class B ordinary shares of the Company ("Company Class B Shares") immediately prior to the Second Merger Effective Time shall be transferred to Pubco in exchange for Pubco Ordinary Shares and (d) the warrants of the Company (the "Company Warrants") outstanding immediately prior to the Second Merger Effective Time shall cease to represent a right acquire the number of Company Class A Shares set forth in such Company Warrant and will instead be assumed by Pubco and automatically converted into warrants issued by Pubco ("Pubco Warrants") to acquire an equal number of Pubco Ordinary Shares.

Following consummation of the Transactions, the Company will be a wholly-owned subsidiary of Pubco and OpSec will be a wholly-owned subsidiary of Pubco. OpSec will hold approximately 97% of the issued and outstanding equity of its underlying operating subsidiaries.

The Transactions are expected to close in the second half of 2023, subject to customary closing conditions, including the required approval by the shareholders of the Company (the "Company Shareholders").

Consideration

Each public unit of the Company outstanding immediately prior to the Second Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Company Class A Share and one-half of a Company Warrant, which underlying securities shall be converted as set forth below and in accordance with the terms and conditions of the Business Combination Agreement.

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At the Second Merger Effective Time, by virtue of the Second Merger and without any further action required on the part of any Party or the holders of securities of the Company or Merger Sub II:



    (1)  Company Class A Shares: Each Company Class A Share issued and outstanding
         immediately prior to the Second Merger Effective Time (after giving
         effect to redemptions) shall be exchanged for one Pubco Ordinary Share.



    (2)  Company Warrants: Each Company Warrant outstanding immediately prior to
         the Second Merger Effective Time shall cease to represent a right to
         acquire the number of Company Class A Shares set forth in such Company
         Warrant and will be exchanged for a warrant to acquire one Pubco Ordinary
         Share. Each of the Pubco Warrants shall have, and be subject to,
         substantially the same terms and conditions set forth in the Company
         public warrants.

Concurrently with the Second Merger and after giving effect to the Share Cancellation described below, Europe Acquisition Holdings Limited, a Cayman Islands exempted company (the "Sponsor") and certain shareholders of the Company (together with the Sponsor, the "Sponsor Members") will sell and transfer to Pubco, and Pubco will purchase, the outstanding Company Class B Shares in exchange for an equal number of Pubco Ordinary Shares and immediately after the Second Merger Effective Time each such Company Class B Share will be converted into a Company Class A Share.

In connection with the Share Contribution, the OpSec Shareholders will receive, in aggregate, (1) 23,577,550 Pubco Ordinary Shares, (2) an aggregate amount in cash equal to $10,000,000 and (3) the right to receive in aggregate an additional 1,277,550 Pubco Ordinary Shares upon the satisfaction of either of the following conditions (each, "Triggering Event"):



    (1)  if at any time from the Second Merger Effective Time through the date
         that is the tenth anniversary of the Second Merger Effective Time the
         volume-weighted average price of Pubco Ordinary Shares is greater than or
         equal to $12.00 over any 20 trading days within any 30 trading day
         period; and



    (2)  if at any time from the Second Merger Effective Time through the date
         that is the tenth anniversary of the Second Merger Effective Time there
         is a change of control of Pubco.

Governance

The Parties have agreed to take actions such that, effective immediately after the closing of the Second Merger (the "Second Merger Closing"): (1) the board of directors of Pubco (the "Pubco Board") shall consist of nine directors, four of whom shall be "independent directors" as defined under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (2) the members of the Pubco Board shall include four individuals designated by OpSec, three individuals designated by the Company and two individuals appointed jointly by OpSec and the Company; and (3) the Parties shall reasonably cooperate to select an initial chair of the Pubco Board. Additionally, the officers of OpSec as of the effective time of the First Merger will become all of the officers of Pubco.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the Parties that are customary for transactions of this type, including, among others, covenants providing for (1) certain limitations on the operation of the Parties' respective businesses prior to consummation of the Transactions, (2) the Parties' efforts to satisfy conditions to consummation of the Transactions, including by obtaining any necessary approvals from governmental agencies, (3) prohibitions on the Parties soliciting alternative transactions, which prohibitions with respect to the Company shall be subject to there having been no material event arising after the date of the Business Combination Agreement affecting the Company that was not known to the Special Committee or reasonably foreseeable by the Company as of or prior to the date of the Business Combination Agreement, (4) the Parties' cooperation and efforts to jointly prepare and Pubco's obligation to file a registration statement with the Securities and Exchange Commission (the "SEC") with respect to the Pubco Ordinary Shares and Pubco Warrants (the "Registration Statement"), which Registration Statement shall also contain a proxy statement of the Company for the purpose of obtaining the requisite approval of the Company Shareholders to vote in favor of certain matters,

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including the adoption and approval of the Business Combination Agreement and approval of the Transactions, at a special meeting to be called for the approval of such matters (the "Company Shareholder Approval"), (5) the Parties' cooperation and efforts to secure additional capital pursuant to potential . . .

Item 7.01. Regulation FD Disclosure.

On April 26, 2023, the Company and OpSec issued a joint press release announcing the execution of the Business Combination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Notwithstanding the foregoing, information contained on the websites of the Company, OpSec or any of their respective affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report on Form 8-K.

Furnished herewith as Exhibit 99.2 and incorporated herein by reference is the investor presentation that will be used by the Company and OpSec with respect to the Transactions as described in this Current Report on Form 8-K.

Furnished herewith as Exhibit 99.3 and incorporated herein by reference is a transcript of an investor call to be held on April 26, 2023, with respect to the Transactions, as described in this Current Report on Form 8-K.

On April 26, 2023, copies of the documents furnished herewith as Exhibits 99.4, 99.5 and 99.6 and incorporated herein by reference were disseminated by the Company and OpSec in connection with the announcement of the Combination.

The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.

Additional Information and Where to Find It

In connection with the Transactions, a Registration Statement on Form F-4 is expected to be filed by Pubco with the SEC that will include a proxy statement of the Company that will also constitute a prospectus of Pubco (the "Proxy Statement"). The definitive Proxy Statement will be mailed to the Company Shareholders. The Company, OpSec and Pubco urge investors, shareholders and other interested persons to read, when available, the Registration Statement, as well as other documents filed with the SEC, because these documents will contain important information about the Company, OpSec, Pubco and the Transactions. The definitive Proxy Statement will be mailed to the Company Shareholders as of a record date to be established for voting on the Transactions. The Company Shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Investcorp Europe Acquisition Corp I, Century Yard, Cricket Square, P.O. Box 111, George Town, Grand Cayman KY1-1102, Cayman Islands. These documents, once available, can also be obtained, without charge, at the SEC's web site (http://www.sec.gov).

Participants in Solicitation

The Company, OpSec, Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company Shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and executive officers in the final prospectus from the Company's initial public offering, which was filed with the SEC on December 17, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of

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proxies of the Company Shareholders in connection with the Transactions will be set forth in the Proxy Statement for the Transactions when available. Information concerning the interests of the Company's and OpSec's participants in the solicitation, which may, in some cases, be different than those of the Company's and OpSec's equity holders generally, will be set forth in the Proxy Statement relating to the Transactions when it becomes available.

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Pubco or OpSec, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Forward Looking Statements

This Current Report on Form 8-K (including certain of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company's, Pubco's, OpSec's or the combined company's future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as "may", "could", "should", "expect", "intend", "might", "will", "estimate", "anticipate", "believe", "budget", "forecast", "intend", "plan", "potential", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and OpSec and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. None of the Company, Pubco, OpSec or the combined company undertakes any duty to update these forward-looking statements.

For example, statements concerning the following include forward-looking statements: (1) the expected timing and likelihood of completion of the Transactions, including the risk that the Transactions may not close due to one or more closing conditions to the Transactions in the Business Combination Agreement not being satisfied or waived on a timely basis or otherwise, or that the required approval of the Business Combination Agreement and related matters by the shareholders of the Company may not be obtained; (2) the Company's potential failure to raise sufficient funds in one or more equity financings so as to meet the closing condition under the Business Combination Agreement that requires it to have $50 million of funds (including funds in its trust account, after deducing any amounts paid out for redemptions by the Company Shareholders) as of the closing; (3) the potential inability of Pubco to meet the initial listing standards of the applicable stock exchange following the Transactions, including due to excessive redemptions of the Company's public shares; (4) costs related to the Transactions; (5) the potential occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Pubco, OpSec or the Company; (6) the potential disruption of Company management's time from ongoing business operations due to the Transactions; (7) announcements relating to the Transactions potentially having an adverse effect on the market price of the Company's securities; (8) the potential effect of the Transactions and the announcement thereof on the ability of OpSec to retain customers and hire key personnel and maintain relationships with its customers and suppliers and on its operating results and business

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generally; (9) risks relating to the growth of OpSec's business and its ability to realize expected results; (10) risks relating to OpSec's plans for targeted acquisitions and upscaling organically; (11) risks relating to the growth and expansion of OpSec's portfolio of solutions; (12) risks relating to the viability of OpSec's growth strategy, including related capabilities; (13) risks relating to trends and developments in the IP/brand optimization, monetization and protection industry; (14) the risk that the combined company may be adversely affect by other economic, business, and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increasing interest rates; (15) variances between the historical financial information OpSec presents and its PCAOB audited financial statements for 2022 which may be significant when they become available; and (16) other risks and uncertainties, including those identified in any proxy statement/prospectus in a Registration Statement on Form F-4 relating to the Transactions (which is . . .

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.       Description

2.1                 Business Combination Agreement, dated as of April 25, 2023, by
                  and among Investcorp Europe Acquisition Corp I, OpSec Holdings,
                  Opal Merger Sub I, Opal Merger Sub II, Orca Holdings Limited,
                  Orca Midco Limited, Orca Bidco Limited, Investcorp Technology
                  Secondary Fund 2018, L.P., and Mill Reef Capital Fund SCS.

10.1                Backstop Agreement, dated as of April 25, 2023, by and among
                  Europe Acquisition Holdings Limited, Investcorp Europe
                  Acquisition Corp I, Orca Holdings Limited and OpSec Holdings.

10.2                Insider Letter Amendment, dated as of April 25, 2023, by and
                  among Europe Acquisition Holdings Limited, Investcorp Europe
                  Acquisition Corp I, Hazem Ben-Gacem, Peter McKellar, Pamela
                  Jackson, Laurence Ponchaut, Adah Almutairi, Baroness Ruby
                  McGregor-Smith, Alptekin Diler and Craig Sinfield-Hain.

10.3                Sponsor Support Agreement, dated as of April 25, 2023, by and
                  among Europe Acquisition Holdings Limited, OpSec Holdings,
                  Investcorp Europe Acquisition Corp I, Peter McKellar, Pamela
                  Jackson, Laurence Ponchaut, Adah Almutairi and Baroness Ruby
                  McGregor-Smith

99.1                Press Release, dated April 26, 2023

99.2                Investor Presentation, dated as of April 26, 2023.

99.3                Investor Call Transcript, dated as of April 26, 2023.

99.4                OpSec Employee FAQ dated as of April 26, 2023.

99.5                E-mail to OpSec employees, dated as of April 26, 2023.

99.6                E-mail to certain OpSec Partners, dated April 26, 2023.

† Certain of the schedules to this exhibit have been omitted in accordance with


  Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally
  a copy of all omitted exhibits and schedules to the SEC upon its request.

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