SEC Form 8-K filed by Investcorp AI Acquisition Corp.

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): May 12, 2025

Investcorp AI Acquisition Corp

(Exact name of registrant as specified in its charter)

+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:

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

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 (§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 ☐

On May 12, 2025, Investcorp AI Acquisition Corp. (the “Company”) held an extraordinary general meeting (the “Extraordinary General Meeting”) virtually, solely with respect to voting on the proposal to extend the date by which the Company must complete its initial business combination from May 12, 2025 to May 12, 2027 (the “Extension Amendment Proposal”). A total of 7,095,609 of the Company’s Class A ordinary shares and Class B ordinary shares (the “Ordinary Shares”) or 89.32% of the Company’s outstanding shares as of April 28, 2025, the record date for the Extraordinary General Meeting, were represented virtually or by proxy at the Extraordinary General Meeting.

The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Extraordinary General Meeting.

Extension Amendment Proposal

To consider and vote upon a proposal, by special resolution, to amend the Company’s amended and restated memorandum and articles of association, to extend the date by which the Company has to consummate a business combination for an additional twenty four months from May 12, 2025 to May 12, 2027.

The Extension Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:

The Director Election Proposal

To consider and vote upon a proposal to elect, by ordinary resolution, two class I directors listed in the accompanying proxy statement, to serve a three-year term expiring at our 2028 Annual Meeting or until such director’s earlier death, resignation, disqualification or removal. The votes were as follows:

The Auditor Ratification Proposal

To consider and vote upon a proposal to ratify, by ordinary resolution, the appointment of CBIZ, Inc. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The votes were as follows:

2/4

The Adjournment Proposal

To consider and vote upon a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Director Election Proposal or the Auditor Ratification Proposal or (y) if our board of directors determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

The Adjournment Proposal was not acted upon at the Extraordinary General Meeting.

Redemptions

In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,449,359 Class A ordinary shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $12.09 per share, for an aggregate redemption amount of approximately $17,521,050.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

3/4

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.