SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 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.
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.
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 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 redemption at a per-share redemption price of approximately $12.84, for an aggregate redemption amount of approximately $152,721, which was paid on May 18, 2026. Following this redemption, 14,125 Class A ordinary shares remained outstanding in the Trust Account.
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 $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. |