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 February 19, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On January 11, 2022, the Company changed its name from Investcorp Acquisition Corp. to Investcorp India Acquisition Corp.; and on October 15, 2024, the Company changed its name to Investcorp AI Acquisition Corp. On May 14, 2026 the Company changed its name to Libity.

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 22,500,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $225,000,000. The underwriter also exercised its over-allotment option in full, resulting in an additional 3,375,000 Units issued for an aggregate amount of $33,750,000. Simultaneously, the Company consummated the sale of 16,087,500 Private Placement Warrants at $1.00 per warrant to ICE I Holdings Pte. Ltd. (the “Former Sponsor”), generating gross proceeds of $16,087,500.

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 – 16,085,554 shares redeemed for $172,774,717 ($10.74 per share); (ii) August 2024 – 8,314,066 shares redeemed for $95,447,584 ($11.48 per share); and (iii) May 2025 – 1,449,359 shares redeemed for $17,521,050 ($12.09 per share). Following the May 2025 redemptions, 26,021 Class A ordinary shares remained subject to possible redemption. The current deadline to consummate a Business Combination is May 12, 2028 (the “Combination Period”). On May 14, 2026, shareholders further approved an extension from May 12, 2027 to May 12, 2028 and a change of the Company’s name to “Libity”.

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) 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 Former Sponsor retained 1,940,625 Class A ordinary shares and 4,826,250 Private Placement Warrants (the “Retained Securities”).

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 21,985,971 New Pubco ordinary shares valued at $10.00 per share, together with up to 6,000,000 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 $1 in cash and a working capital deficit of $180,575. The Company has until May 12, 2028 to complete a Business Combination. The Paid-Off Liabilities and Written-Off Liabilities (each as defined in the Purchase Agreement) that existed prior to the change in sponsorship were discharged or forgiven at or prior to the Payment Date. Following the closing, Samara has provided the Company with a Working Capital Loan vehicle for up to $300,000 to fund on-going operations. As of March 31, 2026, $8,044 was outstanding under Samara’s Working Capital Loan.

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.

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.