SecProbe.io

November 14, 2024
Ruby McGregor-Smith
Chief Executive Officer
Investcorp Europe Acquisition Corp I
Century Yard, Cricket Square
Elgin Avenue
P.O. Box 1111, George Town
Grand Cayman KY1-1102, Cayman Islands
Re:Investcorp Europe Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed November 6, 2024
File No. 001-41161
Dear Ruby McGregor-Smith:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 6, 2024
Risk Factors
The Extension Amendment Proposal extends the Company's termination date...., page 17
We note that you are seeking to extend your termination date to June 17, 2025, a date
which is 42 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
December 17, 2024. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination 1.

November 14, 2024
Page 2
if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your
stock may be determined to be a penny stock and the consequences of that
designation, that you may no longer be attractive as a merger partner if you are no
longer listed on an exchange, any potential impact on your ability to complete an
initial business combination, any impact on the market for your securities including
demand and overall liquidity for your securities, and any impact on securities holders
due to your securities no longer being considered “covered securities.”

General
2.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. If so, also include risk factor
disclosure that addresses how this fact could impact your ability to complete your
initial business combination. For instance, discuss the risk to investors that you may
not be able to complete an initial business combination with a U.S. target company
should the transaction be subject to review by a U.S. government entity, such as the
Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and
require you to liquidate. Disclose the consequences of liquidation to investors, such as
the loss of the investment opportunity in a target company, any price appreciation in
the combined company, and the warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-
3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Emily Leitch