Rishi Kapoor
About Rishi Kapoor
Rishi Kapoor (age 58) is Chairman of the Board at IVCA and has served as a director since March 10, 2021. He is Vice Chairman at Investcorp (since 2025), previously Co-CEO (2015–2024) and CFO (until 2015), with earlier roles at Citicorp and degrees from IIT Kanpur (B.Tech, Electrical & Computer Engineering) and Duke University (MBA). He is recognized for extensive investment and M&A leadership across North America and India, and has served on boards including National Bank of Bahrain, Gulf Air Group, Bahrain Airport Company, and Gulf Aviation Academy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investcorp | Vice Chairman | 2025–present | Oversees PE North America/India, real estate, credit, absolute returns, strategic capital globally |
| Investcorp | Co‑Chief Executive Officer | 2015–2024 | Senior leadership across businesses; previously CFO until 2015 |
| Investcorp | CFO; Senior Internal Auditor; Head of Applications Development; Head of Business Analysis/Planning/Reporting; Head of Financial Management | Various, prior to 2015 | Broad finance/operations oversight |
| Citicorp (systems consulting subsidiary) | Project Manager | 4 years (pre‑1992) | Global financial institutions focus |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Bank of Bahrain | Director | Current | Financial services governance |
| Gulf Air Group | Director | Current | Aviation sector oversight |
| Bahrain Airport Company | Director | Current | Infrastructure/operations oversight |
| Gulf Aviation Academy | Director | Current | Training/aviation governance |
| Mercury Capital Advisors | Director | Jan 2020 – Jan 2023 | Prior directorship |
| Duke University | Middle East Regional Advisory Board | Current | Advisory role |
Board Governance
- Role: Chairman of the Board.
- Committee structure and chairs (current): Audit (Members: Vanvari, Asokan, Singh; Chair: Singh); Compensation (Members: Bahl, Asokan, Singh; Chair: Bahl); Nominating & Corporate Governance (Members: Bahl, Asokan, Singh; Chair: Bahl). Each is comprised of independent directors per charter.
- Committee membership notation: Kapoor’s biography page includes the line “Member of the Compensation Committee,” but the formal committee rosters list Bahl, Asokan, and Singh as the Compensation Committee members. This discrepancy should be clarified with the company.
- Independence: Committee rosters place independent directors on all three committees; Kapoor is not listed on those rosters, and he serves as Board Chair. His concurrent senior leadership at Investcorp and the sponsor-related transactions (see Related Parties) may affect perceived independence.
- Policies: Insider Trading Policy prohibits directors from hedging or shorting company securities.
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Cash fees (retainer/meeting/committee) | $0 | No cash compensation to officers or directors prior to the initial business combination |
| Reimbursements | Actual expenses | Out-of-pocket expenses reimbursed; Audit Committee reviews quarterly |
| Administrative services fee (to Sponsor) | $10,000/month | Office space, utilities, admin services (company-level related-party fee) |
No severance benefits for directors; no termination benefits agreements disclosed.
Performance Compensation
| Metric/Instrument | Structure | Status |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not applicable pre-business combination | No director equity awards disclosed pre‑combination |
| Sponsor equity interests | Potential future equity interests in Sponsor for certain directors | May occur after business combination; to be disclosed at that time |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not applicable pre-business combination | None disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Investcorp | Private investment firm | Vice Chairman | IVCA sponsor-related ecosystem; perceived affiliation risk |
| National Bank of Bahrain | Bank | Director | Financial services exposure |
| Gulf Air Group | Aviation | Director | Government/aviation nexus |
| Bahrain Airport Company | Infrastructure/Aviation | Director | Related aviation infrastructure |
| Gulf Aviation Academy | Training/Aviation | Director | Aviation training oversight |
Expertise & Qualifications
- Education: B.Tech, Electrical & Computer Engineering (IIT Kanpur); MBA (Duke University).
- Functional expertise: Corporate finance, M&A, private equity, multi-asset investment management; prior CFO experience.
- Recognition: Forbes Middle East Top 10 Indian Executives; Top CEO Middle East recognition in GCC financial services/investment.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As of |
|---|---|---|---|
| Rishi Kapoor | — (not reported) | — | April 7, 2025 |
| ICE I Holdings Pte. Ltd. (Sponsor) | 6,468,750 | 83.69% | April 7, 2025 |
Notes:
- Beneficial ownership table lists individual directors (including Kapoor) with no reported beneficial ownership as of April 7, 2025; sponsor holds a controlling stake.
Related Party Transactions and Conflicts
- Founder Shares: Sponsor purchased 7,187,500 founder shares for $25,000; later surrendered 718,750; converted 6,468,749 founder shares into Class A shares on Aug 12, 2024; retains 1 Class B share. Lock-up provisions apply.
- Private Placement Warrants: 16,087,500 total sold to Sponsor at $1.00 per warrant.
- Administrative Services: $10,000/month paid to Sponsor for office/admin services.
- Extension/Working Capital Loans: Non‑interest bearing notes from Sponsor for extension payments (up to $1.65m; outstanding $1.6m at 12/31/2024) with potential conversion to shares at $10; separate working capital loan up to $3m convertible into warrants at $1 (outstanding $1.79m at 12/31/2024).
- Conflicts policy: Directors may have fiduciary duties to other entities and must present opportunities accordingly; company does not believe these would materially undermine ability to complete a business combination.
Governance Assessment
Strengths
- Deep finance and M&A leadership; prior CFO and Co‑CEO experience at Investcorp aligns with SPAC oversight needs.
- Independent committee structure with designated chairs and an audit committee financial expert (Manpreet Singh).
- Hedging and short‑selling prohibitions for directors under the Insider Trading Policy support alignment.
Risks and RED FLAGS
- Sponsor control: Sponsor owns ~83.69% of outstanding shares, indicating high control risk and potential minority shareholder concerns.
- Related‑party exposure: Ongoing admin fee, extension and working capital loans, and extensive sponsor security holdings present conflicts and incentive misalignment risk around extension/completion of a deal.
- Independence/perception: Kapoor’s senior leadership at Investcorp and the sponsor’s central role may affect perceived independence; clarify committee membership inconsistency (bio states Compensation Committee member vs roster that excludes him).
- Control environment: Auditor reports included going‑concern emphasis; material weaknesses in internal control over financial reporting identified for 2023 and 2024 (entity-level business process controls and segregation of duties). While not specific to Kapoor, this is a board oversight risk area.
Additional Notes
- No director cash fees or equity awards are paid prior to the initial business combination; post‑combination compensation will be determined by an independent compensation committee and disclosed at that time.
- Committee charters allow retention of independent advisors, with independence considerations per Nasdaq/SEC requirements.