{"url_path":"/sec/cik-0001852889/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1852889/0001829126-26-006699-index.html","accession_number":"0001829126-26-006699","cik":"0001852889","ticker":null,"issuer_name":"Libity","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852889/0001829126-26-006699-index.html","primary_entity_key":"0001852889","primary_entity_name":"Libity"},"word_count":1457,"has_tables":true,"body_markdown":"**Item 1. Business**\n\n \n\nIn this Form 10-K,\nreferences to the “Company,” “we,” “us” and “our” refer to Libity (formerly\nInvestcorp AI Acquisition Corp.) References to the “Sponsor” or the “Current Sponsor” mean Samara Special\nOpportunities, a Cayman Islands exempted company that acquired control of the Company on August 28, 2025. References to the\n“Former Sponsor” mean ICE I Holdings Pte. Ltd., the Company’s former sponsor.\n\n \n\n**General**\n\n \n\nLibity (formerly Investcorp AI Acquisition Corp.) is a Cayman Islands exempted company, formed on February 19, 2021 as a special purpose acquisition company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company was originally named Investcorp Acquisition Corp.; on January 11, 2022 it changed its name to Investcorp India Acquisition Corp.; and on October 15, 2024 and on May 14, 2026, it changed its name to Investcorp AI Acquisition Corp. and Libity, respectively. The Company intends to propose a further name change in connection with the Business Combination described below.\n\n \n\nThe Company has selected December 31 as its fiscal year end. The Company has not commenced any operations and will not generate operating revenue until it consummates an Initial Business Combination.\n\n \n\n**Initial Public Offering and Private Placement**\n\n \n\nThe Company’s registration statement for its initial public offering (the “IPO”) was declared effective on May 9, 2022. On May 12, 2022, the Company consummated the IPO of 25,875,000 units (including the underwriter’s over-allotment) at $10.00 per unit, generating gross proceeds of $258,750,000. Each unit consisted of one Class A ordinary share and one-half of one redeemable warrant (each whole warrant exercisable at $11.50 per share). Simultaneously with the IPO closing, the Former Sponsor purchased 16,087,500 private placement warrants at $1.00 per warrant, generating gross proceeds of $16,087,500.\n\n \n\nAfter IPO expenses, $266,512,500 was deposited in a U.S.-based trust account (the “Trust Account”) and invested in U.S. government securities with a maturity of 185 days or less, or in qualifying money market funds.\n\n \n\n**Extension Meetings, Redemptions and Nasdaq Delisting**\n\n \n\nOn August 11, 2023, shareholders approved an extension of the business combination deadline to August 12, 2024 and removed the $5,000,001 net tangible asset redemption limitation. In connection therewith, holders of 16,085,554 Class A ordinary shares redeemed their shares for approximately $172,774,717 (approximately $10.74 per share). On August 12, 2024, shareholders approved a further extension to May 12, 2025, and holders of 8,314,066 Class A ordinary shares redeemed for approximately $95,447,584 (approximately $11.48 per share). Also on August 12, 2024, the Former Sponsor converted 6,468,749 of its Class B ordinary shares (the “Founder Shares”) into Class A ordinary shares on a one-for-one basis.\n\n \n\nOn April 29, 2025, Nasdaq notified the Company\nof its determination to delist the Company’s securities under Nasdaq Listing Rule IM-5101-2, which requires completion of a business\ncombination within 36 months of IPO registration effectiveness. Trading on Nasdaq was suspended at the open of business on May 6,\n2025. Nasdaq filed a Form 25 with the SEC on July 14, 2025, formally removing the Company’s securities from listing and registration\non Nasdaq. Since that time, the Company’s units, Class A ordinary shares and warrants have traded on the OTC Markets under the symbols\n“IVAUF,” “IVCAF” and “IVAWF,” respectively.\n\n \n\n1\n\n \n\n \n\nOn May 12, 2025,\nshareholders approved an extension of the deadline to consummate an Initial Business Combination from May 12, 2025 to\nMay 12, 2027 (the “Combination Period”). In connection therewith, holders of 1,449,359 Class A ordinary shares\nredeemed for approximately $17,521,050 (approximately $12.09 per share). Following such redemptions, 26,021 Class A ordinary shares\nremained subject to possible redemption, and the Trust Account balance was approximately $473,146. On May 14, 2026, shareholders\nfurther approved an extension from May 12, 2027 to May 12, 2028. In connection therewith, holders of 11,896 Class A ordinary shares\nredeemed for approximately $152,721 (approximately $12.84 per share), which was paid on May 18, 2026. Following this redemption,\n14,125 Class A ordinary shares subject to possible redemption remained outstanding in the trust.\n\n \n\n**Change in Sponsorship – Purchase Agreement (August 28, 2025)**\n\n \n\nOn August 28, 2025, the Former Sponsor entered into a purchase agreement (the “Sponsor Purchase Agreement”) with Samara Special Opportunities, the Current Sponsor. Pursuant to the Sponsor Purchase Agreement, the Former Sponsor sold to the Current Sponsor (i) 4,528,124 Class A ordinary shares (which had previously been converted from Founder Shares), (ii) 1 Class B ordinary share (the sole outstanding Founder 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”).\n\n \n\nAt closing: (a) the Current Sponsor 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 the Current Sponsor, with Vikas Mittal appointed as Principal Executive Officer and a director and James DeAngelis appointed as Principal Financial Officer and a director; (c) the IPO-era letter agreement (the “Insider Letter”) 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) the Current Sponsor assumed responsibility for funding ongoing expenses of the Company, including any required Trust Account extension contributions.\n\n \n\n**Business Combination Agreement with Blue Finance**\n\n \n\nOn April 8, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement” or “BCA”) with Blue Finance Technology Holding Limited, a United Kingdom private limited company (“Blue Finance”), Beckwell One Limited, an Irish public limited company (“New Pubco”), a Cayman Islands merger subsidiary of New Pubco (“Merger Sub”), 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 (the “Closing Consideration”), together with up to 6,000,000 contingent earnout shares issuable over five years upon achievement of share price and market capitalization milestones; and (ii) Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of New Pubco (the “Merger” and, together with the share contribution, the “Business Combination”). The implied equity value of Blue Finance is approximately $300 million.\n\n \n\nConcurrently with signing,\nthe Current Sponsor, the Company and Blue Finance entered into a Sponsor Support Agreement pursuant to which, among other things,\nthe Current Sponsor agreed to vote in favor of the Business Combination, waive its redemption rights, and to waive certain\nanti-dilution rights. The agreement includes customary transfer restrictions and will terminate upon the earlier of closing or\ntermination of the Business Combination Agreement. The outside termination date under the BCA is November 4, 2026. On April 13, 2026, the Company and Blue Finance\nissued a joint press release announcing the transaction.\n\n \n\n**Blue Finance – Overview**\n\n \n\nBlue Finance is a UK-based consumer finance technology company that provides regulated lending products through digitally-native channels. Blue Finance operates under permissions granted by the United Kingdom Financial Conduct Authority (“FCA”) and is subject to the FCA’s Consumer Duty and related conduct requirements. Blue Finance’s originations are supported by warehouse and forward-flow facilities with institutional credit partners. More detailed information regarding Blue Finance’s business, financial condition and prospects will be included in the Form F-4 registration statement and proxy statement/prospectus to be filed by New Pubco in connection with the Business Combination.\n\n \n\n2\n\n \n\n \n\n**Business Strategy and Competition**\n\n \n\nFollowing the Former Sponsor’s departure, the Company no longer focuses its search on India-based targets. Under the Current Sponsor, the Company’s focus has shifted to financial technology, consumer finance and adjacent sectors, with its primary focus being completion of the Business Combination with Blue Finance. If the Business Combination is not consummated, the Company may pursue an alternative Initial Business Combination target in any industry or geography within the Combination Period. The Company continues to face competition from other SPACs, private equity groups and strategic acquirers, and its limited remaining Trust Account balance may limit the scale of alternative targets.\n\n \n\n**Employees; Facilities; Reporting**\n\n \n\nThe Company has two executive officers and no other employees. The Company’s executive offices are located at the address on the cover page of this Form 10-K and are provided by an affiliate of the Current Sponsor at no cost to the Company. The Company registered its Units, Class A ordinary shares and warrants under the Exchange Act and continues to have reporting obligations thereunder notwithstanding the delisting of its securities from Nasdaq. The Company is an “emerging growth company” as defined in the JOBS Act and a “smaller reporting company” under Regulation S-K, and may rely on related reduced disclosure accommodations."}