Invest Acquisition Corp

Invest Acquisition Corporation

Overview

• Type: Cayman Islands exempted company formed as a special purpose acquisition company (SPAC) to complete a merger, share exchange, asset acquisition, or similar business combination.
• Status: Shell company with no operating history or revenue; primary assets consist of cash held in a trust.
• Incorporation and name history:
  • Incorporated March 22, 2021 as Investcorp Asia Acquisition Corp I (Cayman Islands).
  • Renamed Investcorp Europe Acquisition Corp I on October 7, 2021.
  • Renamed Invest Acquisition Corporation on December 17, 2024; shareholders subsequently approved the name in December 2025.
• Headquarters: 9th Floor, 60 Nexus Way, Camana Bay, George Town, Grand Cayman, KY1-1104, Cayman Islands. Phone: +1 (345) 949-4900.

Business model and timeline

• Business plan: Identify and complete an initial business combination while maintaining at least 80% of net assets in the trust at signing or obtain an independent fairness opinion if required. Target approval must be obtained from the board and a majority of voting shareholders under Cayman Islands law. After a transaction, the company may own 100% or a controlling interest in the target sufficient to avoid registration as an investment company under the Investment Company Act.
• Deadline to complete an initial business combination: December 17, 2029 (final extension approved September 24, 2026).
• Redemption mechanics: Public shareholders may redeem Class A shares for cash based on the per-share trust value at closing, subject to trust balance and applicable terms. Sponsor, officers, and directors agreed to waive redemption rights for founder shares and any public shares they hold upon completion of a business combination.
• Trading status: Delisted from Nasdaq December 24, 2024 for failure to complete a business combination in 36 months; subsequently traded on the OTCQB market under tickers IVCBF, IVCUF, and IVCWF.

Capital structure and securities

• IPO and trust funding:
  • December 2021 IPO sold 34,500,000 units at $10.00 per unit (including a 4,500,000-unit over-allotment), gross proceeds $345.0 million.
  • Offering costs approximately $20.1 million (including $12.075 million of deferred underwriting commissions).
  • Concurrent private placement of 16,700,000 warrants raised $16.7 million.
  • Approximately $351.9 million (about $10.20 per unit) was placed in a trust account at closing.
• Outstanding securities at IPO:
  • Public warrants: 17,250,000
  • Private placement warrants: 16,700,000
• Authorized capital (as of 12/31/2024): Up to 400,000,000 Class A ordinary shares and 40,000,000 Class B ordinary shares; 1,000,000 preference shares authorized but not issued.

Management and ownership

• Current operating workforce: One officer serving as CEO and CFO.
• Founders and sponsor: Founders’ shares and related private placement warrants were issued at nominal cost. Following a change of control in December 2024, sponsor ownership and control shifted to an acquirer’s affiliate; acquirer affiliates hold a controlling stake (approximately 91.2% after the change of control).

Financials and liquidity

• Operations: The company has conducted no operating activities and has generated no revenue to date.
• Trust balance (as of September 23, 2026): Approximately $24.7 million, or about $12.31 per Class A ordinary share.
• Funding sources: Primarily trust funds and any outside financing; management has indicated potential reliance on sponsor/management funding if needed.
• Distributions: On October 22, 2024 the board declared a pro rata distribution of a termination payment net of liabilities of $0.60 per Class A share, paid November 12, 2024 to holders of record as of November 4, 2024.

Material events and transactions (highlights)

• Orca transaction and termination:
  • April 25, 2023: Entered a business combination agreement involving Zacco Holdings (Pubco), Orca, ITSIF, and Mill Reef.
  • Multiple amendments to that agreement occurred through 2023–2024.
  • May 7, 2024: A divestiture completed and net proceeds were deposited into third-party escrow.
  • September 24, 2024: Special Committee determined consummation of the Orca transactions was not advisable and terminated the business combination agreement. A $30.0 million termination payment was pursued and satisfied through payments, notes, and escrow proceeds.
  • November 12, 2024: Termination and the related $0.60 per share pro rata distribution were publicly disclosed.
• Change of control and management changes:
  • December 16–23, 2024: Sponsor control transferred to Samara Special Opportunities (Acquirer). Prior executive officers resigned; Vikas Mittal (affiliated with the Acquirer) was appointed CEO, CFO, and sole director.
  • Post-change, acquirer affiliates may control a majority of voting power.
• Exchange listing changes and extensions:
  • December 24, 2024: Nasdaq suspended trading and delisted the company.
  • December 12, 2025: Shareholders approved the company name Invest Acquisition Corporation and extended the deadline to December 17, 2027.
  • September 24, 2026: Shareholders approved a further extension to December 17, 2029.

Current status (as of September 23, 2026)

• Trust balance: Approximately $24.7 million; trust value per Class A share roughly $12.31.
• Management: One officer (CEO/CFO) in place since the 2024 change of control.
• Ownership: Acquirer affiliates hold a controlling stake.
• Market status: Trading on the OTCQB market; not listed on Nasdaq.

Warrant and post-transaction considerations

• Warrants: 17.25 million public warrants and 16.7 million private placement warrants were issued at IPO. Public warrants may be redeemable under specified conditions; private placement warrants have different terms and are generally not redeemable by the company except in certain circumstances.
• Post-transaction expectations: If a business combination is completed, the company intends to own a controlling stake in the target to avoid Investment Company Act registration. If no combination occurs, holders would be entitled to the pro rata trust value upon liquidation and warrants would expire worthless.

Key numbers (quick reference)

• IPO units sold: 34.5 million (including 4.5 million from over-allotment)
• IPO price per unit: $10.00
• Gross IPO proceeds: $345.0 million
• Offering costs: ~$20.1 million (including $12.075 million deferred underwriting commissions)
• Trust proceeds at closing: ~$351.9 million
• Public warrants: 17.25 million
• Private placement warrants: 16.7 million
• Trust value per Class A share (9/23/2026): ~$12.31
• Current trust balance (9/23/2026): ~$24.7 million
• Employees: 1 officer (CEO/CFO)
• Current market: OTCQB (IVCBF, IVCUF, IVCWF)
• Ownership after change of control: Acquirer affiliates ~91.2% of outstanding ordinary shares