Bigtincan Holdings has entered into a Business Combination Agreement and Scheme Implementation Deed with Investcorp AI Acquisition Corp. The deal will see Bigtincan listed on the Nasdaq through a newly formed Cayman Islands company named 'Bigtincan Limited'.

The deal is a major step for Bigtincan in expanding its global presence and leadership in AI sales enablement. The transaction implies a pre-money equity valuation for Bigtincan of approximately US$275 million (A$430 million) on a fully diluted basis.

Investcorp Cayman Holdings Limited has committed to investing US$12.5 million into Bigtincan Limited within the transaction. Bigtincan Limited will seek to raise up to US$25 million through a private investment in public equity (PIPE) from institutional investors, alongside up to US$25 million in debt financing.

A partial cash election facility will be made available to Bigtincan shareholders, allowing them to receive cash consideration of US$0.16145 per share. Once completed, Bigtincan shareholders will own approximately 75% of Bigtincan Limited.

The transaction is subject to various conditions, including approval by Bigtincan shareholders at the 2024 AGM, as well as regulatory approvals and Nasdaq listing. The transaction is expected to close in Q1 2025, pending shareholder and regulatory approvals.

Bigtincan is a leading software development group focused on the sales enablement and engagement market. It operates globally with users in over 50 countries and a solution localised into more than 40 languages. Bigtincan services in excess of 100 Fortune 500 Companies as clients and has over 2,000 customer deployments globally.

Harsh Shethia, Advisor to Investcorp AI Acquisition Corp, said: "This transaction offers tremendous value not just for Bigtincan's shareholders, but also for its customers, employees, and partners. It's a chance to showcase Australia's strength in AI innovation, especially in sectors like sales enablement, and position an Australian-born company as a global leader in enterprise software. We're excited to help Bigtincan take the next step in its journey."