UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
Commission File Number
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
(Exact name of registrant as specified in its charter)
| N/A | ||
| (State or other jurisdiction of incorporation or organization |
(IRS Employer Identification No.) |
Elgin Avenue
Grand Cayman,
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange On Which Registered | ||
| The OTC Markets – Pink Sheets | ||||
| The OTC Markets – Pink Sheets | ||||
| The OTC Markets – Pink Sheets |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☐
Large accelerated filer ☐ Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 14, 2026, there were Class A ordinary shares, par value $0.0001, and Class B ordinary share, par value $0.0001 per share, issued and outstanding.
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
CONDENSED BALANCE SHEETS
| March 31, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Investments held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Redeeming shareholders payable | ||||||||
| Working Capital Loan – Sponsor (Samara) | ||||||||
| Total Current Liabilities | ||||||||
| Warrant Liability | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Class A ordinary shares; shares subject to possible redemption at $and $per share at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ par; authorized; issued | ||||||||
| Class A ordinary shares, $ par; authorized; shares issued and outstanding at March 31, 2026 and December 31, 2025 | ||||||||
| Class B ordinary shares, $ par; authorized; share issued and outstanding at March 31, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Shareholders’ Deficit | ( |
) | ( |
) | ||||
| TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements
1
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Formation costs and operating expenses | $ | $ | ||||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other income (expense): | ||||||||
| Interest earned on investments held in Trust Account | ||||||||
| Change in fair value of warrant liability | ( |
) | ||||||
| Other income (expense), net | ( |
) | ||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Weighted average shares outstanding – Class A redeemable | ||||||||
| Basic and diluted net loss per share – Class A redeemable | $ | ) | $ | ) | ||||
| Weighted average shares outstanding – Class A and B non-redeemable | ||||||||
| Basic and diluted net loss per share – Class A and B non-redeemable | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements
2
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
CONDENSED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(UNAUDITED)
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(UNAUDITED)
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Accretion of Class A ordinary shares to redemption value | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance – March 31, 2025 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements
3
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Change in fair value of warrant liability | ||||||||
| Interest earned on investments held in Trust Account | ( |
) | ( |
) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( |
) | ||||||
| Accounts payable and accrued expenses | ( |
) | ||||||
| Due to Former Sponsor | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash deposited in Trust Account for extension contributions | ( |
) | ||||||
| Net cash provided by investing activities | ( |
) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from Promissory Note – Sponsor (Samara) | ||||||||
| Proceeds from Convertible Promissory Note – Former Sponsor | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | ( |
) | ||||||
| Cash – Beginning of year | ||||||||
| Cash – End of year | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Accretion of Class A ordinary shares subject to possible redemption | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements
4
LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Libity (formerly known as
Investcorp AI Acquisition Corp.) (the “Company” or “IVCA”) is a blank check company incorporated in the Cayman Islands on
As of March 31, 2026, and for the period from February 19, 2021 (inception) through March 31, 2026, the Company has not commenced any operations and will not generate operating revenue until after the completion of its Business Combination. The Company has selected December 31 as its fiscal year end.
Initial Public Offering and Private Placement
On May 12, 2022, the Company consummated its Initial Public Offering of units (the “Units”), at $ per Unit, generating gross proceeds of $
Extension Meetings and Redemptions
At extraordinary general meetings held on August 11, 2023, August 12, 2024 and May 12, 2025, shareholders approved successive extensions of the deadline to complete a Business Combination and exercised their redemption rights as follows: (i) August 2023 – shares redeemed for $ ($ per share); (ii) August 2024 – shares redeemed for $
Nasdaq Delisting
On April 29, 2025, after prior notices, Nasdaq notified the Company of its determination to delist the Company’s securities under Nasdaq Listing Rule IM-5101-2, which requires a SPAC to complete a business combination within 36 months of IPO registration effectiveness. Trading on Nasdaq was suspended effective May 6, 2025. On July 14, 2025, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) formally removing the Company’s securities from listing and registration on Nasdaq. Since that time, the Company’s units, Class A ordinary shares and warrants have been quoted on the OTC Markets under the symbols “IVAUF,” “IVCAF” and “IVAWF,” respectively.
Change in Sponsorship – Purchase Agreement (August 28, 2025)
On August 28, 2025, the Company entered into and consummated a purchase agreement (the “Sponsor Purchase Agreement”) by and among Samara Special Opportunities (“Samara” or the “Current Sponsor”), the Company, and the Former Sponsor. Pursuant to the Sponsor Purchase Agreement, the Former Sponsor sold to Samara (i) Class A ordinary shares, (ii) 1 Class B ordinary share, and (iii) Private Placement Warrants, for an aggregate purchase price of $. The Former Sponsor retained 1,940,625 Class A ordinary shares and Private Placement Warrants (the “Retained Securities”).
5
At closing: (a) Samara joined the Registration and Shareholder Rights Agreement dated May 12, 2022; (b) the Former Sponsor’s officers and directors resigned and were replaced by designees of Samara; (c) the IPO-era letter agreement was terminated; d) all SPAC Paid-Off Liabilities, Assumed Liabilities, and Written-Off Liabilities (as defined in the Purchase Agreement) were settled or extinguished as of August 29, 2025 (the “Payment Date”), as further described in Note 5; and (e) Samara assumed responsibility for funding the ongoing expenses of the Company, including any monthly Trust Account extension contributions.
Business Combination Agreement (Subsequent Event – April 8, 2026)
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, an Irish public limited company (“New Pubco”), a Cayman Islands merger subsidiary of New Pubco, and the target representative. The BCA contemplates a two-step transaction in which (i) Blue Finance shareholders will contribute their shares to New Pubco in exchange for an aggregate of New Pubco ordinary shares valued at $ per share, together with up to contingent earnout shares issuable over five years, and (ii) the merger subsidiary will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of New Pubco. The outside termination date under the BCA is November 4, 2026. See Note 11.
Liquidity, Capital Resources and Going Concern
As of March 31, 2026, the
Company had $
The Company has incurred and expects to continue to incur significant costs in pursuit of a Business Combination. The Company lacks the financial resources required to sustain operations for one year from the issuance date of these financial statements and is dependent on Samara to fund operating expenses. 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. Management’s plans to address these conditions include consummating the Business Combination prior to May 12, 2028 and obtaining additional financial support from Samara as needed; however, these plans are outside the Company’s control and accordingly substantial doubt has not been alleviated. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Recent Tax Legislation. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. ASC 740 requires the effects of changes in tax laws to be recognized in the period in which legislation is enacted. The Company has evaluated the OBBBA and concluded that none of its provisions has a material impact on the Company’s financial statements, consistent with the Company’s status as a Cayman Islands exempted company with no U.S. or other jurisdictional tax exposure.
The Inflation Reduction Act of 2022 imposes a 1% excise tax on the fair market value of stock repurchased by U.S. domestic corporations whose stock is traded on an established securities market, beginning in 2023, with certain exceptions (the “Excise Tax”). The Company is a Cayman Islands exempted company and is not a U.S. domestic corporation for U.S. federal income tax purposes, and therefore the Excise Tax does not apply to the Company’s redemptions of its Class A ordinary shares. Treasury regulations and IRS guidance addressing the application of the Excise Tax to non-U.S. corporations and to redemptions occurring in connection with business combinations remain subject to interpretation, and the Company will continue to monitor developments. As of March 31, 2026, the Company has not recognized any liability for Excise Tax, including with respect to the August 2024 and May 2025 redemptions of its Class A ordinary shares.
6
Macroeconomic and Geopolitical Conditions. Macroeconomic, geopolitical, and trade-policy conditions — including U.S. tariff and trade policy changes, elevated global interest rates, ongoing geopolitical conflicts, and concerns about potential economic slowdown — may adversely affect our ability to consummate the Business Combination and the post-closing business of New Pubco and Blue Finance. Blue Finance’s consumer lending operations are directly sensitive to UK benchmark interest rates (which affect its cost of funds, net interest margins, and the economics of its lending business), to the availability and terms of institutional warehouse and forward-flow financing facilities, and to UK consumer credit conditions. Elevated UK rates have compressed net interest margins across the consumer lending sector and tightened institutional credit availability; a continued high-rate environment or further credit tightening could materially impair Blue Finance’s financial results. Blue Finance’s revenues are denominated in pounds sterling; a significant depreciation of sterling against the U.S. dollar would reduce the reported dollar-equivalent value of Blue Finance’s business and adversely affect New Pubco’s reported results post-Closing. U.S. tariff escalation, while not directly impacting Blue Finance’s UK consumer lending operations, could produce broader macroeconomic spillover effects in the UK — including higher unemployment, reduced consumer purchasing power, and increased credit losses — that adversely affect the quality of Blue Finance’s loan portfolio. No PIPE financing has been committed, and New Pubco will depend on access to debt and equity capital markets post-Closing; continued market volatility may impair this access. We continue to monitor these developments; however, the Company cannot predict their ultimate impact on the Business Combination or on New Pubco’s post-closing performance. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on June 22, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026 or for any future periods.
Emerging Growth Company and Smaller Reporting Company
The Company is an emerging growth company (an “EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act permits EGCs to delay adoption of new or revised financial accounting standards until those standards are required to be applied to private companies. The JOBS Act allows an EGC to irrevocably opt out of this extended transition period, but the Company has elected not to opt out. Accordingly, when a new or revised accounting standard has different effective dates for public and private companies, the Company will adopt the standard on the private-company effective date. As a result, the Company’s financial statements may not be comparable to those of public companies that are required to comply with public-company effective dates.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates are related to the fair value of the warrants.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
7
Sponsor Debt Forgiveness and Capital Contribution
In connection with the
Purchase Agreement, the Former Sponsor agreed to the discharge and forgiveness of all related-party balances owed by the Company to
the Former Sponsor as of the Payment Date. These balances included: (i) Working Capital Loan of $
Cash and Cash Equivalents
The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31,
2025, the Company had $
Investments Held in Trust Account
As of March 31, 2026 and
December 31, 2025, the Company had $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $
The Company accounts for its Class A ordinary shares subject to possible redemption under ASC 480, Distinguishing Liabilities from Equity. Class A ordinary shares with redemption rights that are outside the Company’s sole control are classified as temporary equity. As of March 31, 2026 and December 31, 2025, 26,021 Class A ordinary shares were classified as temporary equity and presented outside of the shareholders’ deficit section of the unaudited condensed balance sheets, because the related redemption rights are subject to uncertain future events outside the Company’s control.
Changes in redemption value are recognized immediately as they occur, and the carrying value of redeemable Class A ordinary shares is adjusted to equal the redemption value at the end of each reporting period. Such changes are recorded as charges against additional paid-in capital (to the extent available) and thereafter against accumulated deficit.
8
As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table:
| Class A ordinary shares subject to possible redemption at December 31, 2024 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Less: | ||||
| Shares redeemed in May 2025 | ( |
) | ||
| Redeeming shareholders payable | ( |
) | ||
| Class A ordinary shares subject to possible redemption at December 31, 2025 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption at March 31, 2026 | $ |
Warrant Liability
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable guidance under ASC 480 and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments under ASC 480 that meet the definition of a liability, and whether the warrants meet the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares. This assessment is performed at issuance and at each subsequent reporting date.
Warrants that qualify for equity classification are recorded as a component of additional paid-in capital at issuance. Warrants that do not qualify for equity classification are recorded as liabilities at fair value, with subsequent changes in fair value recognized in the statements of operations as a non-cash gain or loss.
Derivative Financial Instruments
The Company evaluates its financial instruments under ASC Topic 815 to determine whether they are derivatives or contain embedded derivative features. Derivative instruments classified as liabilities are initially recorded at fair value on the grant date and remeasured at each reporting date, with changes in fair value recognized in the statements of operations. The classification of derivative instruments as liabilities or equity is reassessed at each reporting date. Derivative liabilities are presented as current or non-current based on whether net cash settlement or conversion could be required within 12 months of the balance sheet date.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes.” There is currently no taxation imposed on income by the Government of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statements. As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. ASU 2023-09 (effective for fiscal years beginning after December 15, 2024) requires a tabular rate reconciliation and disaggregation of income taxes paid. Because the Company has no income tax expense or benefit in any jurisdiction for the periods ended March 31, 2026 and December 31, 2025, no rate reconciliation table or tax-paid disaggregation is presented herein, as such disclosures would be uninformative. The Company is a Cayman Islands exempted company not subject to income taxes in any jurisdiction. As such, the Company’s tax provision was zero for the three months ended March 31, 2026 and 2025. Tax years 2022 through 2025 remain nominally open, but no taxing authority has asserted jurisdiction over the Company.
9
The Company has two classes of ordinary shares — Class A and Class B — which share pro rata in the Company’s net income or loss. Net income or loss per ordinary share is calculated by dividing net income or loss allocable to each class by the weighted average number of shares of that class outstanding during the period. Diluted net income or loss per share is the same as basic, because the warrants are not exercisable until the consummation of a Business Combination and therefore are not included in the calculation of diluted earnings per share. Accretion of redeemable Class A ordinary shares to redemption value is excluded from the numerator because the redemption value approximates the carrying amount.
The following tables reflect the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts):
| For the Three Months Ended March 31, |
||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Class A Ordinary Redeemable Shares |
Class A and B Ordinary Non-redeemable Shares |
Class A Ordinary Redeemable Shares |
Class A and B Ordinary Non-redeemable Shares |
|||||||||||||
| Basic and diluted net loss per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | ( |
) | $ | ) | $ | ( |
) | $ | ( | ) | |||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | ) | $ | ) | $ | ( | ) | $ | ( | ) | ||||||
Fair Value of Financial Instruments
The Company applies ASC 820, which establishes a framework for measuring fair value. The fair value hierarchy categorizes inputs into three levels based on observability. See Note 9.
Subsequent to the May 15, 2025 redemption of Class A ordinary shares, the Company determined that approximately $
In addition, the Company allocated a portion of trust earnings attributable to the omitted amount through the payment date. Accordingly, the Company recorded a liability of approximately $ payable to redeeming shareholders as of March 31, 2026 and December 31, 2025, representing the supplemental redemption amount due to shareholders who redeemed their shares in connection with the May 15, 2025 redemption event. The supplemental payment was distributed on May 15, 2026.
10
Operating Segments
The Company operates as one operating segment. The Company’s chief operating decision maker (the Principal Executive Officer) reviews the Company’s financial information and resources and assesses performance on a consolidated basis. The Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.
Recently Issued and Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be fiscal 2025. The Company adopted ASU 2023-09 during the fiscal year ended December 31, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s financial position, results of operations, or cash flows and primarily resulted in enhanced income tax-related disclosures.
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the IPO on May 12, 2022, the Company sold Units (including the over-allotment) at a purchase price of $ per Unit. Each Unit consisted of one Class A ordinary share, $ par value, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the Former Sponsor purchased an aggregate of
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares and Change in Sponsorship
On March 12, 2021, the Former Sponsor purchased Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $
On August 28, 2025, pursuant to the Sponsor Purchase Agreement, the Former Sponsor sold to Samara (i) Class A ordinary shares, (ii) Class B ordinary share (the sole outstanding Founder Share), and (iii) Private Placement Warrants, for an aggregate purchase price of $1.00. Following the closing, the Former Sponsor retained Class A ordinary shares and Private Placement Warrants.
11
Settlement and Forgiveness of Liabilities at Closing (Purchase Agreement)
In connection with the Purchase Agreement, effective as of August 29, 2025 (the “Payment Date”), the following related-party and third-party liabilities of the Company were paid or forgiven:
| (i) | Paid-Off Liabilities: The Company’s third-party liabilities totaling approximately $ |
| (ii) | Written-Off Liabilities: The following related-party balances owed by the Company to the Former
Sponsor were forgiven in full as of the Payment Date and recorded as capital contributions to additional paid-in capital: Working
Capital Loan-Former Sponsor ($ |
Working Capital Loan – Samara Special Opportunities (Current Sponsor)
Following the closing of
the Purchase Agreement, Samara Special Opportunities, as the Current Sponsor, provided the Company with a Working Capital Loan of up
to $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to the Registration Rights Agreement dated May 12, 2022, the holders of Founder Shares and Private Placement Warrants will have registration rights. Samara Special Opportunities has joined the Registration Rights Agreement pursuant to a joinder executed in connection with the Purchase Agreement and will receive the same registration rights as previously held by the Former Sponsor with respect to the Transferred Securities.
NOTE 7. WARRANT LIABILITY
The Company accounts for the
12
Public Warrants may only be exercised for a whole number of shares; no fractional shares will be issued. The Public Warrants will become exercisable
The Company will not be obligated to deliver Class A ordinary shares upon exercise of a Public Warrant unless a registration statement under the Securities Act covering the issuance of the underlying shares is then effective and a current prospectus is available, and unless the issuance is registered or qualified under the securities laws of the state of the exercising holder (or an exemption is available).
Within
Redemption of warrants when the price per Class A ordinary share equals or exceeds $. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole and not in part, at $ per warrant, upon not less than days’ prior written notice, if and only if the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading-day period ending three business days before the Company sends the notice of redemption.
The Company may not exercise this redemption right unless an effective registration statement covering the underlying Class A ordinary shares is in place throughout the 30-day redemption period, except that the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities under applicable state securities laws.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole and not in part, at $0.10 per warrant, upon a minimum of 30 days’ prior written notice, if and only if (i) the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for anti-dilution adjustments described in the warrant agreement) for any 20 trading days within a 30-trading-day period ending three trading days before the Company sends the notice of redemption, and (ii) the closing price of the Class A ordinary shares for any such 20-trading-day period is less than $18.00 per share, in which case the Private Placement Warrants must concurrently be called for redemption on the same terms. Holders may exercise their warrants on a cashless basis prior to redemption and receive a number of Class A ordinary shares determined by reference to the table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A ordinary shares.
The Company may not exercise this redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from, or has not been registered or qualified under, applicable state blue sky laws.
The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a share dividend, extraordinary dividend, recapitalization, reorganization, merger, or consolidation. In no event will the Company be required to net cash settle the Public Warrants. If the Company calls the Public Warrants for redemption, management may require all holders to exercise their Public Warrants on a “cashless basis,” as described in the warrant agreement.
If the Company is unable to complete a Business Combination within the Combination Period and the Trust Account is liquidated, holders of Public Warrants will not receive any distribution from Trust Account funds or other Company assets with respect to their Public Warrants, and the Public Warrants may expire worthless.
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If (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the closing date (net of redemptions), and (iii) the volume-weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the closing of the Business Combination (the “Market Value”) is below $9.20 per share, then:
| ● | the exercise price of the warrants will be adjusted (to the nearest cent) to |
| ● | the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to |
The Newly Issued Price will be determined in good faith by the Company’s board of directors and, for issuances to the Sponsor or its affiliates, will be calculated without giving effect to any Founder Shares held by them prior to such issuance.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon their exercise are not transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. So long as the Private Placement Warrants are held by the initial purchasers or their permitted transferees, they are exercisable on a cashless basis and are non-redeemable. If transferred to any other holder, the Private Placement Warrants become redeemable by the Company and exercisable on the same basis as the Public Warrants.
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference Shares – The Company is authorized to issue up to preference shares, $ par value. As of March 31, 2026 and December 31, 2025, preference shares were issued or outstanding.
Class A Ordinary Shares – The Company is authorized to issue up to Class A ordinary shares, $par value. As of March 31, 2026 and December 31, 2025, there were Class A ordinary shares issued and outstanding, consisting of shares subject to possible redemption (classified as temporary equity) and non-redeemable shares. Of the non-redeemable Class A shares, are held by Samara, are held by the Former Sponsor as Retained Securities, and the remaining shares are held by other holders.
Class B Ordinary Shares – The Company is authorized to issue up to Class B ordinary shares, $ par value. As of March 31, 2026 and December 31, 2025, there was 1 Class B ordinary share issued and outstanding, held by Samara following the closing of the Sponsor Purchase Agreement. Only the holder of the Class B ordinary share has the right to elect directors prior to an Initial Business Combination.
Additional Paid-in Capital – During the year ended December 31, 2025, the Company recognized $
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NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| ● |
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. | |
| ● | Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs used:
| Level | March 31, 2026 |
December 31, 2025 |
||||||||
| Assets: | ||||||||||
| Investments held in Trust Account – U.S. Treasury money market fund | 1 | $ | $ | |||||||
| Liabilities: | ||||||||||
| Public Warrants | 3 | $ | $ | |||||||
| Public Warrants | 2 | $ | $ | |||||||
| Private Placement Warrants | 3 | $ | $ | |||||||
| Private Placement Warrants | 2 | $ | $ | |||||||
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the three months ended March 31, 2026, there were transfers from Levels 2 to 3 for both Public and Private Warrants. The transfer from Level 2 to Level 3 reflects a change in the observability of valuation inputs and does not represent a change in the underlying contractual terms of the warrants.
Public warrant liability fair value measurements (Level 1, 2 and 3) are detailed in the roll forward table below.
| Level 1 | Level 2 | Level 3 | ||||||||||
| Balance – December 31, 2025 | $ | $ | $ | |||||||||
| Leveling transfer | ( |
) | ||||||||||
| Change in Fair Value | ||||||||||||
| Balance – March 31, 2026 | $ | $ | $ | |||||||||
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Private Placement Warrant liability fair value measurements (Level 1, 2 and 3) are detailed in the roll forward table below.
| Level 1 | Level 2 | Level 3 | ||||||||||
| Balance – December 31, 2025 | $ | $ | $ | |||||||||
| Leveling transfer | ( | ) | ||||||||||
| Change in Fair Value | ||||||||||||
| Balance – March 31, 2026 | $ | $ | $ | |||||||||
The Public Warrants were initially measured at fair value on May 12, 2022 using a binomial option pricing model. Following the commencement of active trading on Nasdaq, the Public Warrants were subsequently measured based on their quoted market price, which represented a Level 1 fair value measurement. The closing market price of the Public Warrants was used as the primary input in determining fair value during periods in which an active market existed.
As of December 31, 2025, the Public Warrants were reclassified from Level 1 to Level 2 because, although quoted prices for identical Public Warrants were available on the OTC market, management concluded that the market was no longer active due to limited trading activity and liquidity. Accordingly, the quoted market prices represented observable Level 2 inputs rather than Level 1 inputs under ASC 820. The Private Placement Warrants were also classified as Level 2. Their fair value was determined by reference to the observable market price of the Public Warrants. Management concluded that the differences in contractual terms between the Public Warrants and the Private Placement Warrants did not result in a material difference in fair value as of December 31, 2025.
As of March 31, 2026, quoted market prices for the Public Warrants were no longer considered sufficient to determine fair value due to the absence of meaningful trading activity and market liquidity. Accordingly, the Company measured the fair values of both the Public Warrants and the Private Placement Warrants using a binomial option pricing model. Although the contractual terms of the Public Warrants and Private Placement Warrants differ in certain respects, management concluded that the same valuation methodology was appropriate because the valuation incorporated assumptions that market participants would use in pricing the warrants, including expected volatility, the risk-free interest rate, the expected timing of a business combination, and the probability of completing a business combination. Because the valuation incorporated significant unobservable inputs, both warrant liabilities were classified as Level 3 measurements within the fair value hierarchy.
The following table provides quantitative information regarding Level 3 fair value measurements as of March 31, 2026:
| March 31, 2026 |
||||
| Stock Price | $ | |||
| Exercise Price | $ | |||
| Risk-free rate of interest | % | |||
| Volatility | % | |||
| Expected time to business combination | year | |||
| Expected contractual term following business combination | years | |||
| Probability of successful business combination | % | |||
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note 10. Segment Information
The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer, who reviews the Company’s operating results in order to allocate resources and assess financial performance. Accordingly, the Company operates as a single reportable segment. In evaluating performance and resource allocation, the CODM reviews the following key metrics:
| For the Three Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Formation costs and operating expenses | $ | $ | ||||||
| Interest earned on investments held in Trust Account | $ | $ | ||||||
The key measures of segment profit or loss reviewed by the CODM are formation and operating costs and interest earned on investments held in the Trust Account. Formation and operating costs are monitored to manage cash sufficiency through the business combination period and to ensure expenditures are aligned with contractual obligations and budget. Interest earned on investments held in the Trust Account is monitored to assess Trust Account performance and to inform investment decisions consistent with the Trust Agreement.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. The Company did not identify any subsequent events requiring adjustment to or disclosure in the financial statements other than the following:
Business Combination Agreement (“BCA”)
On April 8, 2026, the Company entered into a BCA with Blue Finance, New Pubco, Merger Sub, and the Target Representative. The BCA provides for (i) a share contribution by Blue Finance shareholders to New Pubco and (ii) a merger of Merger Sub into the Company, with the Company surviving as a wholly owned subsidiary of New Pubco.
As consideration, New Pubco will issue ordinary shares to Blue Finance shareholders (valued at $ per share) and, pursuant to anticipated subscription agreements, and ordinary shares to The Hugely Successful Company, LLC and MFC Tech Limited, respectively, at a nominal price per share. Blue Finance shareholders are also entitled to a contingent earnout of up to ordinary shares based on market-based milestones over five years, with aggregate share issuances (including earnout) capped at , subject to adjustment.
At closing, the Company’s Class B shares will convert to Class A shares and exchange one-for-one for New Pubco ordinary shares, and the Company’s warrants will be converted into New Pubco warrants on substantially the same terms. Closing is subject to customary conditions, including shareholder and regulatory approvals, F-4 effectiveness, and Nasdaq listing approval, with an outside termination date of November 4, 2026.
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Voting Agreement
In connection with the Business Combination, certain Blue Finance shareholders are expected to enter into a Voting Agreement at closing. Pursuant to this agreement, such shareholders will agree to vote their shares in favor of the Business Combination and against any transactions that could impede or delay its consummation. The agreement also includes customary provisions regarding transfer restrictions, waiver of appraisal rights, and information sharing, and will terminate upon the closing of the Business Combination or earlier termination of the Business Combination Agreement.
Lock-Up Agreement
Certain Blue Finance shareholders are expected to enter into Lock-Up Agreements at closing, pursuant to which they will be restricted from transferring their New Pubco ordinary shares for a period of twelve months following the closing, subject to customary permitted transfers. The lock-up restrictions may be partially released after six months with the consent of the Target Representative. The agreement includes customary provisions relating to transfer restrictions, including stop-transfer instructions and restrictive legends.
Sponsor Support Agreement
On April 8, 2026, the sponsor of the Company entered into a Sponsor Support Agreement with the Company and Blue Finance. Under this agreement, the sponsor agreed to vote its shares in favor of the Business Combination, not to redeem its shares in connection with the transaction, and to waive certain anti-dilution rights. The agreement includes customary transfer restrictions and will terminate upon the earlier closing or termination of the Business Combination Agreement.
Strategic Alliance / Side Letter Arrangement
HSC Subscription Agreement
Under the HSC Subscription Agreement, New Pubco will issue ordinary shares to The Hugely Successful Company, LLC (“HSC”), at closing, representing approximately 2.6% ownership, with the right to receive additional shares upon achievement of a valuation milestone to maintain an additional 2.6% ownership on a post-issuance basis. HSC may also receive up to earnout shares if applicable milestones are met.
The consideration for these shares is non-cash and is deemed satisfied by amounts previously contributed or committed by HSC under a prior agreement, with only nominal cash consideration of $0.0001 per share paid for legal purposes. The subscription price is based on the implied equity value of New Pubco as established in the Business Combination Agreement.
MFC Tech Subscription Agreement
Under the MFC Tech Subscription Agreement, New Pubco will issue ordinary shares to MFC Tech Limited (“MFCT”), under a prior consulting arrangement with Blue Finance, in satisfaction and replacement of Blue Finance’s obligations under that agreement. The shares will be issued for nominal cash consideration of $0.0001 per share (approximately $120 in total).
In addition, MFCT is entitled to participate in the earnout arrangement and may receive up to additional ordinary shares upon achievement of specified milestones under the Business Combination Agreement.
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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 $
On
April 20, 2026, Samara and JBBH entered into Amendment No. 1 to the Sponsor Securities Purchase Agreement, pursuant to which the number
of Class A ordinary shares to be purchased by JBBH was reduced to
On April 28, 2026, JBBH transferred the Class A ordinary shares to Samara pursuant to the amendment. The Company did not receive any proceeds from these transactions.
2026 Extraordinary General Meeting
Redemption and Supplemental (“Stub”) Payment
As discussed in Note 2 under “Redeeming Shareholders Payable,” the Company approved a supplemental (“stub”) payment to certain shareholders who redeemed their shares in connection with the May 15, 2025 redemption event.
The supplemental payment was calculated by allocating the omitted trust assets and the related trust earnings through the payment date to the affected redeeming shareholders. Based on this methodology, the aggregate stub payment amounted to approximately $, or approximately $ per redeemed share.
The stub payment was distributed to the affected redeeming shareholders on May 15, 2026.
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 Class A ordinary shares as compensation for strategic financial advisory services rendered in connection with the Company’s proposed business combination and related listing efforts. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The shares are subject to forfeiture and return to treasury under certain circumstances specified in the advisory agreement. The estimated fair value of the 200,000 shares to be issued to Black Walnut Advisory LLC is approximately $345,000. The shares are expected to be accounted for as share-based compensation under ASC 718 and recognized as an expense upon the completion of their performance obligation.
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 Class A ordinary shares at a purchase price of $ per share, for aggregate gross proceeds of $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Libity (formerly Investcorp AI Acquisition Corp.) References to our “management” refer to our officers and directors, and references to the “Sponsor” refer to Samara Special Opportunities (the current sponsor, following the August 28, 2025 closing of the Purchase Agreement), and references to the “Original Sponsor” refer to ICE I Holdings Pte. Ltd. The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,” “could,” “should,” “would,” or similar expressions, and include statements about the Company’s expectations regarding the Business Combination, the timing of the Business Combination, the operations of the post-closing entity, and the Company’s ability to continue as a going concern. These forward-looking statements are based on management’s current expectations and involve known and unknown risks and uncertainties, including those described in “Risk Factors” and elsewhere in this Quarterly Report. Actual results may differ materially from those projected. Forward-looking statements speak only as of the date of this Quarterly Report, and the Company undertakes no obligation to update any forward-looking statement, except as required by law.
Overview
We are a Cayman Islands exempted company formed on February 19, 2021 for the purpose of effecting an Initial Business Combination. Significant events during fiscal 2025 include: (i) the April 29, 2025 Nasdaq delisting determination and the subsequent July 14, 2025 formal removal of our securities from Nasdaq; (ii) 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; (iii) 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; and (iv) 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 “Target Representative”). The BCA provides for (i) a share contribution by which Blue Finance shareholders will exchange their equity interests for ordinary shares of New Pubco and (ii) a merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of New Pubco (collectively, the “Business Combination”).
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 pursuant to anticipated subscription agreements. 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.
At closing, the Company’s Class B ordinary shares will convert to Class A ordinary shares and exchange one-for-one for New Pubco ordinary shares, and the Company’s warrants will be converted into New Pubco warrants on substantially the same terms.
Closing is subject to customary conditions, including shareholder and regulatory approvals, effectiveness of a registration statement on Form F-4, and Nasdaq listing approval. The BCA includes customary representations, warranties, covenants, and termination provisions, with an outside termination date of November 4, 2026.
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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, Samara and JBBH entered into Amendment No. 1 to the Sponsor Securities Purchase Agreement, pursuant to which the number of Class A ordinary shares to be purchased by JBBH was reduced 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, and granted JBBH the option to acquire those shares from Samara under the terms of the agreement.
On April 28, 2026, JBBH transferred the 1,075,911 Class A ordinary shares to Samara pursuant to the amendment. The Company did not receive any proceeds from these transactions.
2026 Extraordinary General Meeting
On April 28, 2026, the Company filed a definitive information statement on Schedule 14C in connection with an extraordinary general meeting of its shareholders held on May 14, 2026 (the “2026 Extraordinary General Meeting”) to, among other things, (i) extend the Initial Business Combination period from May 12, 2027 to May 12, 2028 (the “Extended Combination Period”), and (ii) change the Company’s name from “Investcorp AI Acquisition Corp.” to “Libity.” At the 2026 Extraordinary General Meeting, the Company’s shareholders approved, by special resolution, proposals to amend the Company’s Amended and Restated Memorandum and Articles of Association to (i) extend the date by which the Company has to consummate a Business Combination from May 12, 2027 to May 12, 2028, and (ii) effect the Name Change. In connection with the 2026 Extraordinary General 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, which was paid on May 18, 2026. Following the redemption, the Company had a total of 14,125 Class A ordinary shares remained outstanding.
Redemption and Supplemental (“Stub”) Payment
Subsequent to May 15, 2025, in connection with the redemption of 1,449,359 Class A ordinary shares, 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. This amount remained in the Citibank cash portion of the trust account and had not been invested as of the May 12, 2025 date used to determine the redemption value based on the trust balance reported by Citibank. Citibank subsequently credited the trust account with $1,055 of accrued interest on the uninvested $150,000 through May 12, 2025 (the “Omitted Amount”). As a result, the corrected trust account balance as of May 12, 2025, was approximately $17,986,669, compared to the $17,836,382 previously used to determine the redemption price.
Consequently, the Company approved a supplemental (“stub”) payment to the shareholders who redeemed their shares on May 15, 2025. Based on the trust account reconciliation from Continental Stock Transfer & Trust Company (“CST”) as of May 13, 2026, the Omitted Amount represented approximately 32.44% of the adjusted net trust balance remaining after the May 15, 2025, redemption payments. Applying the same proportional allocation to trust interest earned from May 12, 2025, through May 13, 2026, approximately $7,702 of additional interest was calculated as allocable to the redeeming shareholders. The aggregate stub distribution amounted to approximately $155,957, or approximately $0.1076 per redeemed share, after accounting for rounding and administrative holdbacks. The stub payment was distributed on May 15, 2026.
Following the stub payment of approximately $155,957 and redemption payment of approximately $152,721, the trust account balance was approximately $181,337, or approximately $12.84 per remaining public share outstanding as of May 15, 2026.
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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 rendered in connection with the Company’s proposed business combination and related listing efforts. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares are subject to forfeiture and return to treasury under certain circumstances specified in the advisory agreement. The estimated fair value of the 200,000 shares to be issued to Black Walnut Advisory LLC is approximately $345,000. The shares are expected to be accounted for as share-based compensation under ASC 718 and recognized as an expense upon the completion of their performance obligation.
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. The subscription amount was funded to and received by the Company on June 24, 2026. The shares were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act. In July 2026, the parties entered into a first amendment to the subscription agreement to conform certain dates to the actual timing of funding and closing.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities for the period from February 19, 2021 (inception) through March 31, 2026, were organizational activities, those necessary to prepare for the IPO, identifying target companies for a business combination, and the consummation of the change in sponsorship described above. We generate non-operating income in the form of interest income on investments held in the Trust Account.
For the three months ended March 31, 2026, we 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, we had 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. There was no change in fair value of warrants. The significant decrease in trust interest income in 2026 compared to the same period in 2025 reflects the dramatic reduction in Trust Account funds resulting from the May 2025 redemption of 1,449,359 Class A ordinary shares.
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). Our working capital position at March 31, 2026 reflects the August 2025 extinguishment of substantially all legacy sponsor liabilities in connection with the Sponsor Purchase Agreement and the discharge by the Former Sponsor of approximately $1,118,982 of third-party vendor obligations. Our 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.
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For the three months ended March 31, 2026, cash used in operating activities was $3,850. Net loss of $522,567 was affected by the change in fair value of the warrant liability of $522,449 and interest income of $4,233. Changes in operating assets and liabilities provided by $501 of cash, primarily reflecting the increase of accounts payable and accrued expenses.
For the three months ended March 31, 2025, cash used in operating activities was $848,021. Net loss of $98,559 was partially offset by interest income of $183,580. Changes in operating assets and liabilities used $565,882 of cash for operating activities.
For the three months ended March 31, 2026, there were no investing activities; net cash provided by financing activities was $3,850 reflecting proceeds from the Samara Working Capital Loan.
For the three months ended March 31, 2025, net cash used in investing activities was $150,000 to deposit extension fees in the Trust Account; net cash provided by financing activities was $150,000 reflecting proceeds from Convertible Promissory Note – Former Sponsor of $150,000.
We intend to use substantially all of the funds in the Trust Account to complete our Business Combination. To the extent share capital or debt is used as consideration, the remaining Trust proceeds will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue our growth strategies.
In order to finance transaction costs in connection with a Business Combination, our Sponsor, its affiliates, or our officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loan”), evidenced by promissory notes. The Working Capital Loan is non-interest bearing and is repayable upon the earlier of the consummation of a Business Combination or the date the Company determines to cease pursuing a Business Combination. If a Business Combination does not close, the Company may use proceeds held outside the Trust Account — but no Trust proceeds — to repay the Working Capital Loan.
The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. 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. Management’s plans to address these conditions include consummating the Business Combination prior to May 12, 2028 and obtaining additional financial support from Samara as needed; however, these plans are outside the Company’s control and accordingly substantial doubt has not been alleviated. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
As of March 31, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than described below:
Registration Rights
The holders of the Founder Shares and Private Placement Warrants (and any Class A ordinary shares issuable upon exercise of the Private Placement Warrants) are entitled to registration rights pursuant to a registration rights agreement. The holders are entitled to make up to three demands, excluding short-form demands, that the Company register such securities, and have certain “piggy-back” registration rights with respect to registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
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Working Capital Loan
In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loan”), evidenced by promissory notes. The Working Capital Loan is non-interest bearing and is repayable upon the earlier of the consummation of a Business Combination or the date the Company determines to cease pursuing a Business Combination. In the event that a Business Combination does not close, the Company may use proceeds held outside the Trust Account — but no proceeds held in the Trust Account — to repay the Working Capital Loan.
Critical Accounting Estimates
This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting estimate.
Warrants
The Company accounts for its Public Warrants and Private Placement Warrants in accordance with ASC 815, Derivatives and Hedging. The warrants do not meet the criteria for equity classification under ASC 815-40 and are therefore recorded as liabilities at fair value, with subsequent changes in fair value recognized in the statements of operations.
Public Warrants are measured at fair value using quoted market prices when such prices are available. Depending on the nature of the market in which the Public Warrants trade, including the frequency and volume of trading activity, the Public Warrants are classified as either Level 1 or Level 2 within the fair value hierarchy. When quoted market prices are available but the market is not considered active, the quoted prices represent Level 2 observable inputs. When quoted market prices are no longer considered sufficient to determine fair value due to limited market activity and liquidity, the Public Warrants are valued using a valuation model incorporating significant unobservable inputs and are classified as Level 3. The fair value of the Private Placement Warrants is determined by reference to the fair value of the Public Warrants when observable market prices are available and is generally classified consistently within the fair value hierarchy. When the Public Warrants are valued using a valuation model, the Private Placement Warrants are measured using the same valuation methodology and are likewise classified as Level 3.
Recently Issued and Adopted Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be fiscal 2025. The Company adopted ASU 2023-09 during the fiscal year ended December 31, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows and primarily resulted in enhanced income tax-related disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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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. As a result, the Company will adopt new or revised accounting standards on the effective dates applicable to private companies, and the Company’s financial statements may not be comparable to those of companies that comply with public company effective dates. The Company also intends to rely on other exemptions available to emerging growth companies, including exemptions from the requirement to provide an auditor’s attestation report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act and from certain executive compensation disclosure requirements. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of its initial public offering, (ii) the date it qualifies as a “large accelerated filer,” (iii) the date its annual gross revenues exceed $1.235 billion, or (iv) the date it has issued more than $1.0 billion in non-convertible debt over the prior three-year period.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to a previously identified material weakness in our internal control over financial reporting relating to an ineffective review control over the accrual of expenses, which resulted in a material adjustment to accrued expenses in connection with our Form 8-K filed on May 26, 2022 and an over-accrual of legal fees during the year ended December 31, 2023. Additionally, the Company did not maintain a control requiring independent reconciliation of the total trust account balance to ensure accuracy of the distribution to redeeming shareholders, which resulted in an underpayment.in the second quarter of the year ending December 31, 2025. Finally, the Company identified a material weakness during the year ended December 31, 2025 due to lack of controls over complex financial instruments.
Following the change in sponsorship on August 28, 2025, our new management team is in the process of designing and implementing additional review controls intended to remediate the material weaknesses, including the implementation of a quarterly close checklist requiring sign-off by both the chief financial officer and an independent reviewer. In addition, management has implemented an enhanced reconciliation procedure for all future redemption events, requiring: (i) a comprehensive pre-payment reconciliation of all trust account sub-components (money market, cash, and any other positions) to a single total trust balance; (ii) comparison of that total to the trust value used in the per-share calculation; and (iii) CFO sign-off on the reconciliation prior to any redemption disbursement. Additionally, we plan to implement a more thorough second level review process over accounting for complex financial instruments. The material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. As of March 31, 2026, the material weaknesses have not been remediated.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in (i) our final prospectus for our Initial Public Offering filed with the SEC on May 10, 2022, and (ii) our annual report on Form 10-K filed with the SEC on June 22, 2026. In addition to risks previously disclosed, the following risk factors have become material since the filing of our most recent Annual Report:
Change in Sponsorship.
On August 28, 2025, we consummated the Purchase Agreement pursuant to which Samara Special Opportunities acquired control of the Company from ICE I Holdings Pte. Ltd. Samara has no prior track record as a SPAC sponsor, and there can be no assurance that Samara will be able to identify, negotiate, and consummate a Business Combination within the Combination Period ending May 12, 2028, or that any such Business Combination will provide value to shareholders.
OTC Market Trading.
Following the formal Nasdaq delisting on July 14, 2025, the Company’s securities now trade only on the OTC Markets. OTC trading is substantially less liquid than exchange-listed trading, which may adversely affect the trading price of our securities and the ability of shareholders to buy or sell our securities.
Pendency of the Business Combination Agreement.
On April 8, 2026, the Company entered into the Business Combination Agreement (described in Note 11 in the accompanying financial statements). Consummation is subject to numerous conditions, including effectiveness of a Form F-4, shareholder approval, regulatory approvals, and Nasdaq listing approval of New Pubco. There can be no assurance these conditions will be satisfied or that the Business Combination will be consummated by the outside termination date of November 4, 2026, or at all. If the Business Combination is not consummated, the Company may be required to liquidate if it is unable to consummate any business combination prior to May 12, 2028. The pendency of the transaction may also adversely affect the trading price of our securities, divert management’s attention, and result in significant transaction costs regardless of outcome.
Concentration of Voting Power Following Completion of the Business Combination.
Following the Business Combination, Blue Finance’s controlling shareholder and his affiliates are expected to hold a majority of New Pubco’s voting power and will be able to control the election of directors, amendments to organizational documents, and other matters submitted to shareholders. This concentration may limit other shareholders’ influence and adversely affect the market price of New Pubco’s securities.
Limited Trust Account Funds and Reliance on Sponsor Financing.
As of March 31, 2026, the Trust Account held only $330,938 (excluding $155,957 payable to redeeming shareholders), following the May 2025 redemption of substantially all of the Company’s public shares. The Company’s ability to pay transaction expenses, fund extension contributions to the Trust Account, and continue its operations in pursuit of the Business Combination is dependent upon the willingness and ability of Samara Special Opportunities to fund such expenses and contributions. There can be no assurance that Samara will continue to provide such funding or that any such funding will be sufficient to permit the Company to consummate the Business Combination. Failure to obtain adequate funding could result in the Company’s inability to consummate the Business Combination and require the Company to liquidate.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Pursuant to the Purchase Agreement dated August 28, 2025, the Original Sponsor (ICE I Holdings Pte. Ltd.) sold to Samara Special Opportunities (i) 4,528,124 Class A ordinary shares, (ii) 1 Class B ordinary share, and (iii) 11,261,250 Private Placement Warrants, for an aggregate purchase price of $1.00. The sale was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
| * | Filed herewith. | |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LIBITY (formerly INVESTCORP AI ACQUISITION CORP.) | ||
| By: | /s/ Vikas Mittal | |
| Name: | Vikas Mittal | |
| Title: | Principal Executive Officer | |
| Date: | August 14, 2026 | |
| By: | /s/ James M. DeAngelis | |
| Name: | James M. DeAngelis | |
| Title: | Principal Financial Officer and Principal Accounting Officer | |
| Date: | August 14, 2026 | |
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