Shopping Cart

Investcorp AI Acquisition Corp *

Investcorp AI Acquisition Corp *

Jun 14, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Bigtincan Limited

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Investcorp AI Acquisition Corp proposes to combine with Bigtincan Limited.

Bigtincan is a leading software development group focused on the sales enablement and engagement market. The company provides a comprehensive range of tools for Sales Content Management (Bigtincan Content Hub), Sales Readiness (Learning Hub), and Sales Engagement (Engagement Hub). These Hubs and associated technologies and features are used primarily by larger enterprise organizations looking to create a better sales experience for their customers in today’s more digital and remote world.

Bigtincan operates globally with users in over 50 countries and with a solution localized into more than 40 languages. The business continues to expand its global footprint while maintaining its registered head office in Sydney, Australia. The global go-to-market strategy continues to be led from Boston, Massachusetts, USA, with sales resources throughout the USA, as well as customer-facing resources in Tokyo, London, Copenhagen, and throughout the USA as well as in Sydney.

TRANSACTION

  • Implied pre-money equity valuation of Bigtincan of US$275m
  • 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% of Bigtincan ordinary shares immediately following the closing of the Transaction.
  • Bigtincan Limited will seek to raise up to $25 million of PIPE from institutional investors and up to US$25m of debt financing to support the Transaction.
  • Sponsor hereby agrees that, to the extent the Outstanding SPAC Transaction Expenses exceed an amount equal to $4,500,000, Sponsor shall pay any such amount in excess of the SPAC Transaction Expenses Cap to the SPAC.
  • 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 US$0.16145 (~A$0.241) per Bigtincan share, subject to availability of funds and a scale back mechanism.
  • The Sponsor agreed to forfeit 968,750 Founder Shares for no consideration.

SPAC FUNDING

  • Bigtincan Limited will seek to raise up to $25 mm of PIPE from institutional investors and up to US$25 mm of debt financing to support the Transaction.
    • The minimum amount raised will be at least $15 mm
  • Sponsor Affiliate Subscription Agreement:
    • An affiliate of the sponsor will subscribe for 1,250,000 Shares at a purchase price of $10.00/Share.

EARNOUT

  • Sponsor Warrant Earnout:
    • 16,087,500 Warrants in total will vest, as follows:
      • 45% will vest, at any time following the Closing, if the 10-Day VWAP is greater than or equal to $11.50
      • 30% will vest, at any time following the first anniversary of the Closing, if the 10-Day VWAP is greater than or equal to $11.50
      • 25% will vest, at any time following the second anniversary of the Closing, if the 10-Day VWAP is greater than or equal to $11.50

LOCK-UP

  • Company and Sponsor:
    • 25% of the lock-up shares will be released 6 months after the Closing Date.
    • 25% of the lock-up shares will be released 12 months after the Closing Date.
    • 50% of the lock-up shares will be released 24 months after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • There was no minimum cash condition for the SPAC.

NOTABLE CONDITIONS TO TERMINATION

  • The End Date will be 7/22/2025, nine months from the Scheme Implementation Date.
  • Termination Fee: Each the Company and SPAC have a break fee of $2,750,000 based on certain conditions to each.

ADVISORS

  • Company Advisors:
    • Jett Capital Advisors LLC and Henslow Pty Ltd are serving as financial advisors to Bigtincan.
    • Gilbert + Tobin and A&O Shearman are serving as legal counsel to Bigtincan.
  • SPAC Advisors:
    • Clayton Utz and Winston & Strawn LLP are serving as legal counsel to Investcorp.

LETTER OF INTENT – 10/2/24 – LINK

  • The SPAC signed a non-binding letter of intent with Bigtincan Holdings Limited.
    • Under the IVCA Proposal, all of the shares in Bigtincan would be exchanged for shares in a newly formed Cayman Island holding company (Newco) at an implied equity value for 100% of Bigtincan fully diluted shares of US$275m.
    • If implemented, the proposal targets completion by March 2025, after which Bigtincan would be listed on the NASDAQ and delisted from the ASX.

SUBSEQUENT EVENT – 8/14/24 – LINK

  • The SPAC agreed to waive the right to $100k of interest earned on the trust account to pay for dissolution expenses.

EXTENSION – 8/13/24 – LINK

  • The SPAC approved the extension from August 12, 2024 to May 12, 2025
    • 8,314,006 shares were redeemed.
    • $50K per month will be deposited into the trust account.

EXTENSION – 8/11/23 – LINK

  • The SPAC approved the extension from August 12, 2023 to August 12, 2024.
    • 16,085,554 shares were redeemed for $10.68 per share.
    • $100K per month will be deposited into the trust account.

MANAGEMENT & BOARD

Executive Officers

Nikhil Kalghatgi, 37
Principal Executive Officer and Director

Nikhil Kalghatgi has been the Head of Alternative Investments at S.P. Hinduja Banque Privee since 2020. He was previously a Partner at CoVenture primarily investing in high-yield asset-backed credit opportunities and creating quantitative trading strategies. CoVenture’s investment areas primarily included fintech, special situations and emerging assets. Mr. Kalghatgi was also a founding Partner at CoVenture Crypto, a multi-strategy cryptocurrency asset management firm backed by SBI Holdings, with a quantitative trading fund, smart-beta fund and venture capital investments. Prior to this, he was a Partner at Vast Ventures, investing in early-stage and late-stage companies. He has invested across technology including space exploration, consumer, healthcare, software, and transportation. He has also previously been a Principal at Softbank, founder of Partner 6, investing in large-cap, value-based strategies, and joined the founding team of Localytics building mobile analytics. He also spent several years in the military intelligence sector at the MITRE Corporation. Mr. Kalghatgi holds a Bachelor of Science and a Master’s degree in engineering from Tufts University and an MBA from Harvard Business School.

Dean Clinton, 51
Principal Financial Officer

Dean Clinton is the Cayman Islands Country Officer overseeing activities specific to Investcorp’s Cayman Islands operations. Mr. Clinton has been with Investcorp for more than 10 years having joined the company in 2010. Prior to his current role, he was based in Bahrain as the Head of Operations for Investcorp’s hedge funds line of business. Prior to his tenure with Investcorp, Mr. Clinton worked within fund administration for Fortis Prime Fund Solutions as the Head of Operations for their Europe region, Mr. Clinton holds an Honours Bachelor of Accounting Science degree from the University of South Africa and is a member of the South African Institute of Chartered Accountants.

Board of Directors

Rishi Kapoor, 54
Director Nominee

Mr. Kapoor has been the Co-Chief Executive Officer at Investcorp since 2015. He oversees the Firm’s private equity businesses in North America and India, as well as the real estate, credit management, absolute returns and strategic capital businesses globally. He has held several leadership positions at Investcorp, including Senior Internal Auditor, Head of Applications Development, Head of Business Analysis, Planning and Reporting and Head of Financial Management. He was Investcorp’s Chief Financial Officer until 2015. He joined Investcorp in 1992 from Citicorp, where he spent four years as a project manager in Citicorp’s systems consulting subsidiary for global financial institutions. He holds a B. Tech in Electrical and Computer Engineering from the Indian Institute of Technology in Kanpur, India, and an MBA from Duke University. Mr. Kapoor is a member of Duke University’s Middle East regional advisory board. He is also a member of the Board of Directors for National Bank of Bahrain, Gulf Air Group, Bahrain Airport Company and Gulf Aviation Academy. In 2019, Mr. Kapoor was recognized by Forbes Middle East as one of the top 10 Indian executives making an impact in the Middle East, and Top CEO Middle East recognized Mr. Kapoor as one of the top CEOs in the GCC financial services and investment sector.

Kunal Bahl, 37
Director Nominee

Mr. Bahl is the CEO and Co-founder of Snapdeal.com – India’s leading, value e-commerce marketplace. The company has raised capital from leading global investors such as Softbank, Temasek, Blackrock, Mr. Ratan Tata, Premji Invest, among others. Mr. Bahl is also an active early-stage investor through Titan Capital, having invested in 150+ technology companies in India, US and South East Asia, across consumer internet, fintech, direct to consumer brands, AI and deep-tech. Some of his notable investments include Ola Cabs, Razorpay, Urban Company, Shadowfax, Mamaearth, among others. Previously, he has also worked with companies such as Deloitte Consulting and Microsoft in the U.S. Mr. Bahl is an engineer from the University of Pennsylvania and holds a business degree from The Wharton School, where he was part of the prestigious Management & Technology program. He has also been serving on the Board of Governors of Indian Council for Research on International Economic Relations (ICRIER), a leading economic think-tank based in New Delhi, since 2015. He is also a NASSCOM Executive Committee since 2019. He is the current Chairman of CII National Committee. He serves as an Independent Director on the board of Piramal Enterprises Limited, a leading publicly listed India pharma and financial services conglomerate. He is also a part of the National Startup Advisory Council, a Government constituted group to advise on promoting the Indian startup ecosystem. He has been the recipient of various awards including Ernst & Young Entrepreneur of the Year (Startup) (2014), Fortune Global 40 under 40 (2014), The Economic Times Entrepreneur of the Year (2015), The Joseph Wharton Award for Young Leadership (2018), and The Economic Times Comeback Award (2019), among others.

Girish Vanvari, 48
Director Nominee

Mr. Vanvari is the Founder of Transaction Square – a tax, regulatory and business advisory firm in India — where he has worked since 2018. He has over 27 years of consulting experience across multiple leading firms. He previously worked over 13 years with KPMG where he was the National Leader for Tax in his last serving role and also part of the India Leadership Team at KPMG. In his role, he interacted extensively with business owners and leaders across sectors in India and overseas. Prior to KPMG, he was at Arthur Andersen for over a decade. He has worked with many large multinationals and Indian promoter companies across many sectors advising them on various business, tax and regulatory issues. Mr. Vanvwari holds a Chartered Accountancy degree in India and a Bachelor’s degree from Narsee Monjee College of Commerce and Economics.

Ashwini Asokan, 50
Director Nominee

Ms. Asokan is the CEO and Co-founder of Mad Street Den (MSD) — one of the world’s foremost AI startups ushering in an era of AI-native and AI-first businesses around the globe. The company’s horizontal AI platform, Blox, is helping some of the world’s largest businesses across retail, healthcare, media, and finance industries to meaningfully adopt AI in their day-to-day operations. Ms. Asokan is known for her work in building some of the world’s top AI talent. She is also an active early-stage investor with investments spanning deep tech, SaaS, life sciences and women-led businesses, besides also investing in early-stage VC funds. Ms. Asokan holds several patents across disciplines and a range of awards, including Fortune’s 40 under 40 and Forbes women in power 2021. A graduate of Carnegie Mellon University, Ms. Asokan’s work over the last two decades sits at the intersection of Artificial Intelligence, Product Design and human-centric systems and processes. She has spent much of her career working on bringing AI from the Science and Tech labs of the world, applied meaningfully and made accessible to people across the globe. Prior to starting her own company, Ms. Asokan led Mobile Innovation efforts as part of Intel Labs in California, driving research and development of AI & mobile products.

Manpreet Singh, 38
Director Nominee

Mr. Singh, CFA, is the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has executed investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX, MindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the Co-Founder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors. Prior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from $20 million to over $2 billion through various roles in trading, marketing, research, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect, Snowball Industries, Embrace Software, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.

 

ByAnthony Sozzi