Investcorp AI Acquisition signs business combination agreement with Bigtincan

Investcorp AI Acquisition has agreed to terms with Bigtincan Holdings under which, if implemented, IAAC would combine with Bigtincan’s business and list on the Nasdaq through a newly formed Cayman Islands exempted company called “Bigtincan Limited”. Implied pre-money equity valuation of Bigtincan of $275M on a fully diluted basis being A$0.483 per share. Investcorp Cayman – Investcorp -, an affiliate of the sponsor of IAAC, has committed to invest $12.5M into Bigtincan by way of subscription for ordinary shares as part of the Transaction. In addition, Bigtincan will seek to raise up to $25.0M from institutional investors in a PIPE6 transaction and up to $25M of debt finance to support the Transaction. Pursuant to the transaction, a partial cash election alternative is intended to be made available to Bigtincan shareholders, under which Bigtincan shareholders may elect to receive cash consideration for their shares of $0.16145 per Bigtincan share, subject to availability of funds and a scale back mechanism. Bigtincan shareholders will own approximately 75% of Bigtincan Limited immediately following implementation of the Transaction. IAAC will merge with and into BTH Merger Sub Limited, a Cayman Islands exempted company which is a direct, wholly owned subsidiary of Bigtincan, with Merger Sub continuing as the surviving company of that merger. Bigtincan Limited shares will be listed on the Nasdaq Stock Market. Bigtincan shareholders will receive 1 Bigtincan Limited share for every 30.97 Bigtincan shares held in the Transaction, with the result that Bigtincan shareholders will own up to ~75%10 of Bigtincan ordinary shares immediately following the closing of the Transaction. Investcorp will invest $12.5M into Bigtincan as part of the Transaction, the proceeds of which will be used to fund the partial cash election facility. Approval of the AGM Resolution does not mean the Transaction will occur as it will remain subject to other conditions precedent, including approval by Bigtincan shareholders at a subsequent scheme meeting.