Overview

Investcorp AI Acquisition Corp. is a Cayman Islands exempted company formed on February 19, 2021 for the purpose of effecting an Initial Business Combination. Some key events during fiscal 2025 include:

1. The April 29, 2025 Nasdaq delisting determination and the subsequent July 14, 2025 formal removal of the company’s securities from Nasdaq.
2. The May 12, 2025 shareholder approval of an extension of the Combination Period to May 12, 2027 (subsequently extended to May 12, 2028 at the 2026 Extraordinary General Meeting held on May 14, 2026), and the related redemption of 1,449,359 Class A ordinary shares for $17,521,050.
3. The August 28, 2025 closing of the Sponsor Purchase Agreement, pursuant to which Samara Special Opportunities acquired control of the company and the Former Sponsor paid or forgave $5,050,793 of company liabilities.
4. The subsequent appointment of Vikas Mittal as Principal Executive Officer and Director and James DeAngelis as Principal Financial Officer and Director.

Recent Developments

Business Combination Agreement

On April 8, 2026, the company entered into a Business Combination Agreement (the “BCA”) with Blue Finance Technology Holding Limited (“Blue Finance”), Beckwell One Limited (“New Pubco”), Eaton One Limited (“Merger Sub”), and a representative of Blue Finance shareholders. The BCA provides for a share contribution by which Blue Finance shareholders will exchange their equity interests for ordinary shares of New Pubco, and a merger of Merger Sub with and into the company, with the company surviving as a wholly owned subsidiary of New Pubco.

As consideration, New Pubco will issue 21,985,971 ordinary shares to Blue Finance shareholders, valued at $10.00 per share. New Pubco also expects to issue 814,029 and 1,200,000 ordinary shares to The Hugely Successful Company, LLC (“HSC”) and MFC Tech Limited (“MFC Tech”), respectively, at a nominal price per share. The Blue Finance shareholders are also entitled to a contingent earnout of up to 6,000,000 ordinary shares based on market-based milestones over a five-year period, with total share issuances (including earnout) capped at 30,000,000, subject to adjustment.

Founder Share Transfer

On April 8, 2026, Samara entered into a Sponsor Securities Purchase Agreement with JBBH TECH LLC (“JBBH”), pursuant to which JBBH agreed to purchase certain Class A ordinary shares and other securities from Samara for an aggregate purchase price of $40,000. On April 20, 2026, the agreement was amended to reduce the number of Class A ordinary shares to be purchased by JBBH to 324,089 shares, representing approximately 4.99% of the company’s outstanding shares. The amendment also provided for 1,075,911 Class A ordinary shares to be transferred by JBBH back to Samara.

2026 Extraordinary General Meeting

On April 28, 2026, the company held an extraordinary general meeting of its shareholders to, among other things, extend the Initial Business Combination period from May 12, 2027 to May 12, 2028 and change the company’s name from “Investcorp AI Acquisition Corp.” to “Libity.” In connection with the meeting, holders of 11,896 Class A ordinary shares exercised their right to a redemption price of approximately $12.84, for an aggregate redemption amount of approximately $152,721.

Redemption and Supplemental (“Stub”) Payment

Subsequent to May 15, 2025, management identified that $150,000 of principal, representing three extension contribution payments, had not been included in the trust account balance used to calculate the redemption price paid to redeeming shareholders. As a result, the company approved a supplemental (“stub”) payment to the shareholders who redeemed their shares on May 15, 2025, amounting to approximately $155,957, or approximately $0.1076 per redeemed share.

Advisory Share Issuance

In June 2026, the company entered into an advisory agreement with Black Walnut Advisory LLC, pursuant to which it agreed to issue 200,000 Class A ordinary shares as compensation for strategic financial advisory services.

Regulation S Share Subscription

In June 2026, the company entered into a subscription agreement with an investment adviser acting as agent on behalf of certain non-U.S. clients, pursuant to which the company agreed to issue and sell 45,000 Class A ordinary shares at a purchase price of $10.00 per share, for aggregate gross proceeds of $450,000.

Results of Operations

The company has neither engaged in any operations nor generated any revenues to date. Its only activities have been organizational activities, those necessary to prepare for the IPO, identifying target companies for a business combination, and the consummation of the change in sponsorship.

For the three months ended March 31, 2026, the company had a net loss of $522,567, which consists of operating costs of $4,351, a change in fair value of warrants of $(522,449), partially offset by interest earned from marketable securities held in the Trust Account of $4,233. For the three months ended March 31, 2025, the company had a net loss of $98,559, which consists of operating costs of $282,139, partially offset by interest earned from marketable securities held in the Trust Account of $183,580.

Liquidity, Capital Resources, and Going Concern Consideration

As of March 31, 2026, the company had $1 in cash and a working capital deficit of $180,575, and investments held in the Trust Account of $486,895 (including the amount payable to redeeming shareholders of $155,957). The company’s ongoing operations are funded by a Working Capital Loan from the Current Sponsor of up to $300,000, of which $8,044 was outstanding at March 31, 2026.

The company is dependent upon the Current Sponsor to fund operating expenses and Trust Account extension contributions, and there is no assurance that the company will successfully consummate a Business Combination prior to May 12, 2028. Management has determined that these conditions raise substantial doubt about the company’s ability to continue as a going concern for one year from the issuance date of these financial statements.

Critical Accounting Estimates

The company has identified the accounting for warrants as a critical accounting estimate. The company accounts for its Public Warrants and Private Placement Warrants in accordance with ASC 815, Derivatives and Hedging, recording them as liabilities at fair value with subsequent changes in fair value recognized in the statements of operations.

Recently Issued and Adopted Accounting Standards

The company adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, during the fiscal year ended December 31, 2025. The adoption did not have a material impact on the company’s consolidated financial position, results of operations, or cash flows.

JOBS Act

The company is an “emerging growth company” within the meaning of the JOBS Act and has elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.