{"url_path":"/sec/cik-0001852889/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary**","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":10242,"has_tables":true,"body_markdown":"**Item 16. Form 10-K Summary**\n\n \n\nNone.\n\n \n\n17\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of Section 13 or 15(d) 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, on June 18, 2026.\n\n \n\n \n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n \n \n\n \nBy:\n/s/ Vikas Mittal\n\n \nName:\nVikas Mittal\n\n \nTitle:\nPrincipal Executive Officer\n\n \n\n**Power of Attorney**\n\n \n\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vikas Mittal his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that such attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof.\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.\n\n \n\n**Signature**\n** **\n**Position**\n** **\n**Date**\n\n \n \n \n \n \n\n/s/ Vikas Mittal\n \nPrincipal Executive Officer and Director\n \nJune 18, 2026\n\n \n \n(Principal Executive Officer)\n \n \n\n \n \n \n \n \n\n/s/ James DeAngelis\n \nPrincipal Financial Officer and Director\n \nJune 18, 2026\n\n \n \n(Principal Financial Officer and Principal Accounting Officer)\n \n \n\n \n\n18\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n \n\n**FINANCIAL STATEMENTS**\n\n \n\n*As of and for the Fiscal Years Ended December 31, 2025 and 2024*\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n \n\n**INDEX TO FINANCIAL STATEMENTS**\n\n \n\n \n \n**Page**\n\n[Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #199)](#b_001)\n \nF-2\n\n[Report of\nIndependent Registered Public Accounting Firm (PCAOB Firm ID #688)](#b_001a)\n \nF-3\n\n[Balance Sheets as of December 31, 2025 and 2024](#b_002)\n \nF-4\n\n[Statements of Operations for the years ended December 31, 2025 and 2024](#b_003)\n \nF-5\n\n[Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024](#b_004)\n \nF-6\n\n[Statements of Cash Flows for the years ended December 31, 2025 and 2024](#b_005)\n \nF-7\n\n[Notes to Financial Statements](#b_006)\n \nF-8\n\n \n\nF-1\n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo the Shareholders and\nBoard of Directors of Libity\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheet of****Libity (formerly known as Investcorp AI Acquisition Corp.) (the “Company”) as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Explanatory Paragraph – Going Concern**\n\n \n\nThe accompanying financial statements have been prepared assuming that\nthe Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s ability to\nexecute its business plan is dependent upon consummation of a business combination, and management has determined that if the Company\nis unable to complete a business combination by May 12, 2028, then the Company will cease all operations except for the purpose of liquidating.\nThe Company entered into a business combination agreement with a business combination target on April 8, 2026; however, the completion\nof this transaction is subject to the approval of the Company’s shareholders among other conditions. There is no assurance that the Company\nwill obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations,\nand complete the transaction. Additionally, the Company lacks the capital resources that are needed to fund its operations for a reasonable\nperiod of time, which is generally considered to be one year from the issuance of the financial statements. These matters raise substantial\ndoubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described\nin Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as\na going concern.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n/s/ CBIZ CPAs P.C.\n\nCBIZ CPAs P.C.\n\n \n\nWe have served as the Company’s auditor since 2021 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024)\n\n \n\nBoston, MA\nJune 18, 2026\n\n \n\nF-2\n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM**\n\n \n\nTo the Shareholders and Board of Directors of\nLibity\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheet\nof Libity (formerly known as Investcorp AI Acquisition Corp.) (the “Company”) as of December 31, 2024, the related statements\nof operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2024, and the related notes\n(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all\nmaterial respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash\nflows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Explanatory Paragraph – Going Concern**\n\n \n\nThe accompanying financial statements have been prepared assuming\nthat the Company will continue as a going concern. As more fully described in Note 1, to the financial statements, the Company’s\nability to execute its business plan is dependent upon consummation of a business combination, and management has determined that if the\nCompany is unable to complete a business combination by May 12, 2025, then the Company will cease all operations except for the purpose\nof liquidating. In addition, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time,\nwhich is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about\nthe Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The\nfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable\nrules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n/s/\nMarcum LLP\n\nMarcum LLP\n\n \n\nWe have served as the Company’s auditor\nfrom 2021 to 2025.\n\n \n\nBoston, MA\n\nApril 16, 2025\n\n \n\nF-3\n\n \n\n \n\n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n**BALANCE SHEETS**\n\n \n\n \n \n \n \n \n \n \n \n \n\n \n** **\n**December 31,2025**\n** **\n** **\n**December 31,2024**\n** **\n\n**ASSETS**\n \n \n \n \n \n \n \n \n\n**Current Assets**\n \n \n \n \n \n \n \n \n\nCash and cash equivalents\n \n$\n1\n \n \n$\n1,032,598\n \n\n**Total Current Assets**\n** **\n** **\n**1**\n** **\n** **\n** **\n**1,032,598**\n** **\n\nInvestments held in Trust Account\n \n \n482,661\n \n \n \n17,518,993\n \n\n**Total Assets**\n** **\n**$**\n**482,662**\n** **\n** **\n**$**\n**18,551,591**\n** **\n\n** **\n \n \n \n \n \n \n \n \n\n**LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT**\n \n \n \n \n \n \n \n \n\n**Current Liabilities**\n \n \n \n \n \n \n \n \n\nAccrued expenses\n \n$\n16,073\n \n \n$\n1,584,416\n \n\nRedeeming shareholders payable\n \n \n155,957\n \n \n \n-\n \n\nWorking Capital Loan – Sponsor (Samara)\n \n \n4,194\n \n \n \n-\n \n\nWorking Capital Loan – Former Sponsor\n \n \n-\n \n \n \n1,790,000\n \n\nConvertible Promissory Note – Former Sponsor\n \n \n-\n \n \n \n1,450,000\n \n\nDue to Former Sponsor\n \n \n-\n \n \n \n301,557\n \n\n**Total Current Liabilities**\n** **\n** **\n**176,224**\n** **\n** **\n** **\n**5,125,973**\n** **\n\nWarrant Liability\n \n \n870,751\n \n \n \n580,501\n \n\n**Total Liabilities**\n** **\n** **\n**1,046,975**\n** **\n** **\n** **\n**5,706,474**\n** **\n\n** **\n \n \n \n \n \n \n \n \n\n**Commitments and Contingencies (Note 6)**\n \n \n \n \n \n \n \n \n\nClass A ordinary shares; 26,021 and 1,475,380 shares subject to possible redemption at $12.56 and $11.87 per share at December 31, 2025 and 2024, respectively\n \n \n326,705\n \n \n \n17,518,993\n \n\n** **\n \n \n \n \n \n \n \n \n\n**Shareholders’ Deficit**\n \n \n \n \n \n \n \n \n\nPreference shares, $0.0001 par; 1,000,000 authorized; none issued\n \n \n-\n \n \n \n-\n \n\nClass A ordinary shares, $0.0001 par; 479,000,000 authorized; 6,468,749 issued and outstanding at December 31, 2025 and 2024\n \n \n647\n \n \n \n647\n \n\nClass B ordinary shares, $0.0001 par; 20,000,000 authorized; 1 share issued and outstanding at December 31, 2025 and 2024\n \n \n-\n \n \n \n-\n \n\nAdditional paid-in capital\n \n \n5,041,277\n \n \n \n-\n \n\nAccumulated deficit\n \n \n(5,932,942\n)\n \n \n(4,674,523\n)\n\n**Total Shareholders’ Deficit**\n** **\n** **\n**(891,018**\n**)**\n** **\n** **\n**(4,673,876**\n**)**\n\n**TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT**\n** **\n**$**\n**482,662**\n** **\n** **\n**$**\n**18,551,591**\n** **\n\n \n\n*The accompanying notes are an integral part of the financial statements.*\n\n \n\nF-4\n\n \n\n \n\n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n**STATEMENTS OF OPERATIONS**\n\n \n\n \n \n \n \n \n \n \n \n \n\n \n \n**Year EndedDecember 31,2025**\n \n \n**Year EndedDecember 31,2024**\n \n\nFormation costs and operating expenses\n \n$\n777,685\n \n \n$\n1,948,874\n \n\n \n \n \n \n \n \n \n \n \n\nLoss from operations\n \n \n(777,685\n)\n \n \n(1,948,874\n)\n\n \n \n \n \n \n \n \n \n \n\n**Other income (expense):**\n \n \n \n \n \n \n \n \n\nInterest earned on investments held in Trust Account\n \n \n284,719\n \n \n \n3,984,831\n \n\nChange in fair value of warrant liability\n \n \n(290,250\n)\n \n \n290,250\n \n\nOther income (expense), net\n \n \n(5,531\n)\n \n \n4,275,081\n \n\n \n \n \n \n \n \n \n \n \n\n**Net (loss) income**\n \n**$**\n**(783,216**\n**)**\n \n**$**\n**2,326,207**\n \n\n \n \n \n \n \n \n \n \n \n\nWeighted average shares outstanding – Class A redeemable\n \n \n534,289\n \n \n \n6,577,711\n \n\nBasic and diluted net (loss) income per share – Class A redeemable\n \n$\n(0.11\n)\n \n$\n0.18\n \n\n \n \n \n \n \n \n \n \n \n\nWeighted average shares outstanding – Class A and B non-redeemable\n \n \n6,468,750\n \n \n \n6,468,750\n \n\nBasic and diluted net (loss) income per share – Class A and B non-redeemable\n \n$\n(0.11\n)\n \n$\n0.18\n \n\n \n\n*The accompanying notes are an integral part of the financial statements.*\n\n \n\nF-5\n\n \n\n \n\n**LIBITY (INVESTCORP AI ACQUISITION CORP.)**\n\n**STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT**\n\n \n\n*For the Years Ended December 31, 2025 and 2024*\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n** **\n**Class AShares**\n** **\n** **\n**Class AAmount**\n** **\n** **\n**Class BShares**\n** **\n** **\n**Class BAmount**\n** **\n** **\n**APIC**\n** **\n** **\n**AccumulatedDeficit**\n** **\n** **\n**Total**\n** **\n\n**Balance – January 1, 2024**\n** **\n** **\n**-**\n** **\n** **\n**$**\n**-**\n** **\n** **\n** **\n**6,468,750**\n** **\n** **\n**$**\n**647**\n** **\n** **\n**$**\n**-**\n** **\n** **\n**$**\n**(2,065,899**\n**)**\n** **\n**$**\n**(2,065,252**\n**)**\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nAccretion of Class A ordinary shares subject to possible redemption\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n(4,934,831\n)\n \n \n(4,934,831\n)\n\nConversion of Class B into Class A ordinary shares\n \n \n6,468,749\n \n \n \n647\n \n \n \n(6,468,749\n)\n \n \n(647\n)\n \n \n-\n \n \n \n-\n \n \n \n-\n \n\nNet income\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n2,326,207\n \n \n \n2,326,207\n \n\n**Balance – December 31, 2024**\n** **\n** **\n**6,468,749**\n** **\n** **\n**$**\n**647**\n** **\n** **\n** **\n**1**\n** **\n** **\n**$**\n**-**\n** **\n** **\n**$**\n**-**\n** **\n** **\n**$**\n**(4,674,523**\n**)**\n** **\n**$**\n**(4,673,876**\n**)**\n\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n\nAccretion of Class A ordinary shares subject to possible redemption\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n(9,516\n)\n \n \n(475,203\n)\n \n \n(484,719\n)\n\nCapital contribution – debt forgiveness by Former Sponsor\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n5,050,793\n \n \n \n-\n \n \n \n5,050,793\n \n\nNet loss\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n(783,216\n)\n \n \n(783,216\n)\n\n**Balance – December 31, 2025**\n** **\n** **\n**6,468,749**\n** **\n** **\n**$**\n**647**\n** **\n** **\n** **\n**1**\n** **\n** **\n**$**\n**-**\n** **\n** **\n**$**\n**5,041,277**\n** **\n** **\n**$**\n**(5,932,942**\n**)**\n** **\n**$**\n**(891,018**\n**)**\n\n \n\n*The accompanying notes are an integral part of the financial statements.*\n\n \n\nF-6\n\n \n\n \n\n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n**STATEMENTS OF CASH FLOWS**\n\n \n\n \n \n \n \n \n \n \n \n \n\n \n** **\n**Year EndedDecember 31,2025**\n** **\n** **\n**Year EndedDecember 31,2024**\n** **\n\n**Cash Flows from Operating Activities:**\n \n \n \n \n \n \n \n \n\nNet (loss) income\n \n$\n(783,216\n)\n \n$\n2,326,207\n \n\n**Adjustments to reconcile net (loss) income to net cash used in operating activities:**\n \n \n \n \n \n \n \n \n\nChange in fair value of warrant liability\n \n \n290,250\n \n \n \n(290,250\n)\n\nInterest earned on investments held in Trust Account\n \n \n(284,719\n)\n \n \n(3,984,831\n)\n\n**Changes in operating assets and liabilities:**\n \n \n \n \n \n \n \n \n\nPrepaid expenses and other assets\n \n \n-\n \n \n \n192,366\n \n\nAccounts payable and accrued expenses\n \n \n(1,165,045\n)\n \n \n952,606\n \n\nAccounts payable paid by Former Sponsor on behalf of the Company\n \n \n(133,297\n) \n \n \n-\n \n\nDue to Former Sponsor\n \n \n(140,233\n)\n \n \n69,723\n \n\n**Net cash used in operating activities**\n** **\n** **\n**(2,216,260**\n**)**\n** **\n** **\n**(734,179**\n**)**\n\n** **\n \n \n \n \n \n \n \n \n\n**Cash Flows from Investing Activities:**\n \n \n \n \n \n \n \n \n\nInvestments withdrawn from Trust Account for payment to redeeming shareholders\n \n \n17,521,050\n \n \n \n95,447,584\n \n\nCash deposited in Trust Account for extension contributions\n \n \n(200,000\n)\n \n \n(950,000\n)\n\n**Net cash provided by investing activities**\n** **\n** **\n**17,321,050**\n** **\n** **\n** **\n**94,497,584**\n** **\n\n** **\n \n \n \n \n \n \n \n \n\n**Cash Flows from Financing Activities:**\n \n \n \n \n \n \n \n \n\nPayment to redeeming shareholders\n \n \n(17,521,050\n)\n \n \n(95,447,584\n)\n\nProceeds from Working Capital Loan – Sponsor (Samara)\n \n \n4,194\n \n \n \n-\n \n\nProceeds from Working Capital Loan – Former Sponsor\n \n \n1,046,172\n \n \n \n1,490,000\n \n\nProceeds from Convertible Promissory Note – Former Sponsor\n \n \n200,000\n \n \n \n950,000\n \n\nAccounts payable paid by Former Sponsor on behalf of the Company\n \n \n133,297\n \n \n \n-\n \n\n**Net cash used in financing activities**\n** **\n** **\n**(16,137,387**\n**)**\n** **\n** **\n**(93,007,584**\n**)**\n\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n** **\n\n**Net Change in Cash**\n** **\n** **\n**(1,032,597**\n**)**\n** **\n** **\n**755,821**\n** **\n\nCash – Beginning of year\n \n \n1,032,598\n \n \n \n276,777\n \n\n**Cash – End of year**\n** **\n**$**\n**1**\n** **\n** **\n**$**\n**1,032,598**\n** **\n\n** **\n \n \n \n \n \n \n \n \n\n**Non-cash investing and financing activities:**\n \n \n \n \n \n \n \n \n\nAccretion of Class A ordinary shares subject to possible redemption\n \n$\n484,719\n \n \n$\n4,934,831\n \n\nDeemed contribution for\nforgiveness of accrued expenses—Former Sponsor\n \n$\n270,000\n \n \n$\n-\n \n\nDeemed contribution for\nforgiveness of amount due to Former Sponsor\n \n$\n161,324\n \n \n$\n-\n \n\nDeemed contribution for\nforgiveness of convertible promissory note—Former Sponsor\n \n$\n1,650,000\n \n \n$\n-\n \n\nDeemed contribution for\nforgiveness of working capital loan—Former Sponsor\n \n$\n2,836,172\n \n \n$\n-\n \n\nRedeeming shareholders payable\n \n$\n155,957\n \n \n$\n-\n \n\nConversion of Class B ordinary shares to Class A ordinary shares\n \n$\n-\n \n \n$\n647\n \n\n \n\nSupplemental disclosure: The Company paid no cash for income taxes or interest during the years ended December 31, 2025 and 2024.\n\n \n\n*The accompanying notes are an integral part of the financial statements.*\n\n \n\nF-7\n\n \n\n \n\n**LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n \n\n**NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS**\n\n \n\nLibity (formerly known as\nInvestcorp AI Acquisition Corp.) (the “Company”) is a blank check company incorporated in the Cayman Islands on February\n19, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition,\nshare purchase, reorganization or other similar business combination with one or more businesses (the “Business\nCombination”). On January 11, 2022, the Company changed its name from Investcorp Acquisition Corp. to Investcorp India\nAcquisition Corp.; and on October 15, 2024, the Company changed its name to Investcorp AI Acquisition Corp. On May 14,\n2026 the Company changed its name to Libity.\n\n \n\nAs of December 31, 2025, and for the period from February 19, 2021 (inception) through December 31, 2025, 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.\n\n \n\n**Initial Public Offering and Private Placement**\n\n \n\nOn 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.\n\n \n\n**Extension Meetings and Redemptions**\n\n \n\nAt 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”.\n\n \n\n**Nasdaq Delisting**\n\n \n\nOn April 29, 2025, after prior notices, Nasdaq\nnotified the Company of its determination to delist the Company’s securities under Nasdaq Listing Rule IM-5101-2, which requires\na SPAC to complete a business combination within 36 months of IPO registration effectiveness. Trading on Nasdaq was suspended effective\nMay 6, 2025. On July 14, 2025, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) formally\nremoving the Company’s securities from listing and registration on Nasdaq. Since that time, the Company’s units, Class A ordinary\nshares and warrants have been quoted on the OTC Markets under the symbols “IVAUF,” “IVCAF” and “IVAWF,”\nrespectively.\n\n \n\n**Change in Sponsorship – Purchase Agreement (August 28, 2025)**\n\n \n\nOn 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”).\n\n \n\nF-8\n\n \n\n \n\nAt 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.\n\n \n\n**Business Combination Agreement (Subsequent Event – April 8, 2026)**\n\n \n\nOn 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.\n\n \n\n**Liquidity, Capital Resources and Going Concern**\n\n \n\nAs of December 31, 2025, the Company had $1 in cash and a working capital deficit of $176,223. 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 December 31, 2025, $4,194 was outstanding under the Samara’s Working Capital Loan.\n\n \n\nThe 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Risks and Uncertainties**\n\n \n\n*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.\n\n \n\nThe 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 December 31, 2025, 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.\n\n \n\nF-9\n\n \n\n \n\n*Macroeconomic and\nGeopolitical Conditions*. Macroeconomic, geopolitical, and trade-policy conditions — including U.S. tariff and trade policy\nchanges, elevated global interest rates, ongoing geopolitical conflicts, and concerns about potential economic slowdown — may\nadversely affect our ability to consummate the Business Combination and the post-closing business of New Pubco and Blue Finance.\nBlue Finance’s consumer lending operations are directly sensitive to UK benchmark interest rates (which affect its cost of\nfunds, net interest margins, and the economics of its lending business), to the availability and terms of institutional warehouse\nand forward-flow financing facilities, and to UK consumer credit conditions. Elevated UK rates have compressed net interest margins\nacross the consumer lending sector and tightened institutional credit availability; a continued high-rate environment or further\ncredit tightening could materially impair Blue Finance’s financial results. Blue Finance’s revenues are denominated in\npounds sterling; a significant depreciation of sterling against the U.S. dollar would reduce the reported dollar-equivalent value of\nBlue Finance’s business and adversely affect New Pubco’s reported results post-Closing. U.S. tariff escalation, while\nnot directly impacting Blue Finance’s UK consumer lending operations, could produce broader macroeconomic spillover effects in\nthe UK — including higher unemployment, reduced consumer purchasing power, and increased credit losses — that adversely\naffect the quality of Blue Finance’s loan portfolio. No PIPE financing has been committed, and New Pubco will depend on access\nto debt and equity capital markets post-Closing; continued market volatility may impair this access. We continue to monitor these\ndevelopments; however, we cannot predict their ultimate impact on the Business Combination or on New Pubco’s post-closing\nperformance. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.\n\n \n\n**NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis of Presentation**\n\n \n\nThe accompanying 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.\n\n \n\n**Emerging Growth Company and Smaller Reporting Company**\n\n \n\nThe 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.\n\n \n\n**Use of Estimates**\n\n \n\nThe preparation of\nfinancial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts\nof assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the\nreported amounts of revenues and expenses during the reporting period. The most significant estimates are related to the fair value\nof the warrants.\n\n \n\nMaking 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, Actual results could differ from those estimates.\n\n \n\nF-10\n\n \n\n \n\n**Sponsor Debt Forgiveness and Capital Contribution**\n\n \n\nIn connection with the\nPurchase Agreement, the Former Sponsor agreed to the discharge and forgiveness of all related-party balances owed by the Company to\nthe Former Sponsor as of the Payment Date. These balances included: (i) Working Capital Loan of $2,836,172;\n(ii) Convertible Promissory Note of $1,650,000;\n(iii) amounts Due to Former Sponsor of $161,324;\nand (iv) accrued Administrative Services Fee of $270,000.\nIn addition, the Former Sponsor paid $133,297\nof the Paid-Off Liabilities (totaling approximately $1,118,982),\non behalf of the Company, while the Company paid $977,618\nand received a vendor credit of $8,067.\nThe aggregate forgiveness and payment of $5,050,793\nhave been recorded as a capital contribution and credited to additional paid-in capital in the year ended December 31, 2025, in\naccordance with ASC 470-50 and ASC 850 as a related-party transaction.\n\n \n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had $1 and $1,032,598 of cash and no cash equivalents, respectively.\n\n \n\n**Investments Held in Trust Account**\n\n \n\nAs of December 31, 2025 and 2024, the Company had $482,661 and $17,518,993, respectively, held in money market funds, which are invested primarily in U.S. Treasury Securities.\n\n \n\n**Concentration of Credit Risk**\n\n \n\nFinancial 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 $250,000. As of December 31, 2025 and 2024, the Company had $1 and $1,032,598 in cash in the bank account, respectively. However, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.\n\n \n\n**Class A Ordinary Shares Subject to Possible Redemption**\n\n \n\nThe Company accounts for its Class A ordinary shares subject to possible redemption under ASC 480, Distinguishing Liabilities from Equity. Class A ordinary shares with redemption rights that are outside the Company’s sole control are classified as temporary equity. As of December 31, 2025 and 2024, 26,021 and 1,475,380 Class A ordinary shares, respectively, were classified as temporary equity and presented outside of the shareholders’ deficit section of the balance sheet, because the related redemption rights are subject to uncertain future events outside the Company’s control.\n\n \n\nChanges in redemption value are recognized immediately as they occur, and the carrying value of redeemable Class A ordinary shares is adjusted to equal the redemption value at the end of each reporting period. Such changes are recorded as charges against additional paid-in capital (to the extent available) and thereafter against accumulated deficit.\n\n \n\nF-11\n\n \n\n \n\nAs of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table:\n\n \n\nSchedule of Class A Ordinary Shares Subject to Possible Redemption Reflected in Balance Sheet\n \n \n \n \n\nClass A ordinary shares subject to possible redemption at December 31, 2023\n \n$\n108,031,746\n \n\nPlus:\n \n \n \n \n\nAccretion of carrying value to redemption value\n \n \n4,934,831\n \n\nLess:\n \n \n \n \n\nShares redeemed in August 2024\n \n \n(95,447,584\n)\n\n \n \n \n \n \n\nClass A ordinary shares subject to possible redemption at December 31, 2024\n \n$\n17,518,993\n \n\nPlus:\n \n \n \n \n\nAccretion of carrying value to redemption value\n \n \n484,719\n \n\nLess:\n \n \n \n \n\nShares redeemed in May 2025\n \n \n(17,521,050\n)\n\nRedeeming shareholders payable\n \n \n(155,957\n)\n\nClass A ordinary shares subject to possible redemption at December 31, 2025\n \n$\n326,705\n \n\n \n\n**Warrant Liability**\n\n \n\nThe 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.\n\n \n\nWarrants 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.\n\n \n\n**Derivative Financial Instruments**\n\n \n\nThe 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.\n\n \n\n**Income Taxes**\n\n \n\nThe 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 December 31, 2025 and 2024, 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 years ended December 31, 2025 and 2024, 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 years ended December 31, 2025 and 2024. Tax years 2022 through 2025 remain nominally open, but no taxing authority has asserted jurisdiction over the Company.\n\n \n\nF-12\n\n \n\n \n\n**Net Income (Loss) Per Ordinary Share**\n\n \n\nThe 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.\n\n \n\nThe following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except share amounts):\n\n \n\nSchedule of calculation of basic and diluted net income (loss) per ordinary share\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n**For the Years Ended December 31,**\n \n\n \n \n**2025**\n \n \n**2024**\n \n\n \n \n**Class AOrdinaryRedeemableShares**\n \n \n**Class A and BOrdinaryNon-redeemableShares**\n \n \n**Class AOrdinaryRedeemableShares**\n \n \n**Class A and BOrdinaryNon-redeemableShares**\n \n\nBasic and diluted net (loss) income per ordinary share\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nNumerator:\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nAllocation of net (loss) income\n \n$\n(59,755\n)\n \n$\n(723,461\n)\n \n$\n1,172,817\n \n \n$\n1,153,390\n \n\nDenominator:\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nBasic and diluted weighted average shares outstanding\n \n \n534,289\n \n \n \n6,468,750\n \n \n \n6,577,711\n \n \n \n6,468,750\n \n\nBasic and diluted net (loss) income per ordinary share\n \n$\n(0.11\n)\n \n$\n(0.11\n)\n \n$\n0.18\n \n \n$\n0.18\n \n\n \n\n**Fair Value of Financial Instruments**\n\n \n\nThe 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.\n\n \n\n**Redeeming Shareholders Payable**\n\n \n\nSubsequent to the May 15, 2025 redemption of 1,449,359 Class A ordinary shares, the Company determined that approximately $151,055 of trust assets, consisting of three extension contribution payments and related interest, had been omitted from the Trust Account balance used to calculate the redemption price paid to redeeming shareholders. As a result, the Company approved a supplemental (“stub”) payment to the affected redeeming shareholders.\n\n \n\nIn 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 $155,957 payable to redeeming shareholders as of 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.\n\n \n\nF-13\n\n \n\n \n\n**Operating Segments**\n\n \n\nThe 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.\n\n \n\n**Recently Issued and Adopted Accounting Pronouncements**\n\n \n\nIn\nDecember 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU\n2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess\nhow an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and\nprospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after\nDecember 15, 2024, which will be fiscal 2025. The Company adopted ASU 2023-09 during the fiscal year ended December 31, 2025 on\na prospective basis. The adoption did not have a material impact on the Company’s financial position, results of\noperations, or cash flows and primarily resulted in enhanced income tax-related disclosures.\n\n \n\nManagement 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.\n\n \n\n**NOTE 3. INITIAL PUBLIC OFFERING**\n\n \n\nPursuant to the IPO on May 12, 2022, the Company sold 25,875,000 Units (including the over-allotment) at a purchase price of $10.00 per Unit. Each Unit consisted of one Class A ordinary share, $0.0001 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 $11.50 per whole share (see Note 7).\n\n \n\n**NOTE 4. PRIVATE PLACEMENT**\n\n \n\nSimultaneously with the closing of the IPO, the Former Sponsor purchased an aggregate of 16,087,500 Private Placement Warrants at a price of $1.00 per warrant. As a result of the August 28, 2025 Sponsor Purchase Agreement, 11,261,250 of these Private Placement Warrants were transferred to Samara and 4,826,250 are retained by the Former Sponsor. Each Private Placement Warrant is identical to the Public Warrants, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period.\n\n \n\n**NOTE 5. RELATED PARTY TRANSACTIONS**\n\n \n\n**Founder Shares and Change in Sponsorship**\n\n \n\nOn March 12, 2021, the Former Sponsor purchased 7,187,500 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. In March 2022, the Former Sponsor surrendered 718,750 Founder Shares for no consideration, leaving the Former Sponsor with 6,468,750 Founder Shares. On August 12, 2024, the Former Sponsor converted 6,468,749 Founder Shares into Class A ordinary shares on a one-for-one basis, with such conversion completed on November 18, 2024.\n\n \n\nOn August 28, 2025, 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 (the sole outstanding Founder Share), and (iii) 11,261,250 Private Placement Warrants, for an aggregate purchase price of $1.00. Following the closing, the Former Sponsor retained 1,940,625 Class A ordinary shares and 4,826,250 Private Placement Warrants.\n\n \n\nF-14\n\n \n\n \n\n**Settlement and Forgiveness of Liabilities at Closing (Purchase Agreement)**\n\n \n\nIn 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:\n\n \n\n \n(i)\nPaid-Off Liabilities: The Company’s third-party liabilities totaling approximately $1,118,982, including Winston & Strawn LLP ($846,172), Continental Stock Transfer & Trust Company ($76,982), Donnelley Financial ($113,280), and other vendors ($82,548). These amounts were recorded as accounts payable on the Company’s balance sheets. The Former Sponsor paid $133,297 of these liabilities, which was recognized as a capital contribution to additional paid-in capital. As of December 31, 2024, the Company’s third-party liabilities totaled $1,374,416.\n\n \n\n \n(ii)\nWritten-Off Liabilities: The following related-party balances owed by the Company to the Former\nSponsor were forgiven in full as of the Payment Date and recorded as capital contributions to additional paid-in capital: Working\nCapital Loan-Former Sponsor ($2,836,172),\nConvertible Promissory Note—Former Sponsor ($1,650,000),\nDue to Former Sponsor ($161,324),\nand accrued Administrative Services Fee ($270,000).\nThe aggregate of the forgiven balances totaling $4,917,496,\ntogether with $133,297\nof the Paid-Off Liabilities funded directly by the Former Sponsor, represents a total capital contribution to additional paid-in\ncapital of $5,050,793.\nAs of December 31, 2024, the related-party balances owed by the Company to the Former Sponsor totaled $3,751,557:\nWorking Capital Loan-Former Sponsor ($1,790,000),\nConvertible Promissory Note—Former Sponsor ($1,450,000),\nDue to Former Sponsor ($301,557),\nand accrued Administrative Services Fee ($210,000).\n\n \n\n**Working Capital Loan – Samara Special Opportunities (Current Sponsor)**\n\n \n\nFollowing the closing of the Purchase Agreement, Samara Special Opportunities, as the Current Sponsor, provided the Company with a Working Capital Loan of up to $300,000 to fund ongoing operating expenses in connection with the Company’s search for a Business Combination. As of December 31, 2025, there was $4,194 outstanding under the Samara Working Capital Loan. The Samara Working Capital Loan is non-interest bearing and repayable upon the earlier of (i) the date on which Company consummates its initial business combination or (ii) the date on which Company determines to cease pursuing a business combination.\n\n \n\n**NOTE 6. COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Registration Rights**\n\n \n\nPursuant 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.\n\n \n\n**NOTE 7. WARRANT LIABILITY**\n\n \n\nThe Company accounts for the 29,025,000 warrants issued in connection with the Initial Public Offering (16,087,500 Private Placement Warrants and 12,937,500 Public Warrants) as liabilities under ASC 815-40, *Derivatives and Hedging*, because the warrants are not considered indexed to the Company’s own stock. The warrants are measured at fair value at each reporting date, with changes in fair value recognized in the statement of operations. The Company will continue to remeasure the warrants until the earlier of their exercise or expiration, at which time the related warrant liability will be reclassified to additional paid-in capital.\n\n \n\nPublic Warrants may only be exercised for a whole number of shares; no fractional shares will be issued. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination and will expire five years thereafter or earlier upon redemption or liquidation.\n\n \n\nF-15\n\n \n\n \n\nThe 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).\n\n \n\nWithin 15 business days after the closing of a Business Combination, the Company has agreed to use its best efforts to file a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain its effectiveness, with a current prospectus, until the warrants expire or are redeemed. If a registration statement covering such shares is not effective by the 60th business day after the closing, holders may exercise on a cashless basis under Section 3(a)(9) of the Securities Act or another available exemption until effectiveness is restored.\n\n \n\nRedemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole and not in part, at $0.01 per warrant, upon not less than 30 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.\n\n \n\nThe 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.\n\n \n\nRedemption 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.\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nIf 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.\n\n \n\nIf (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:\n\n \n\n \n●\nthe exercise price of the warrants will be adjusted (to the nearest cent) to 115% of the higher of the Market Value and the Newly Issued Price; and\n\n \n\n \n●\nthe $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to 180% of the higher of the Market Value and the Newly Issued Price.\n\n \n\nF-16\n\n \n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\n**NOTE 8. SHAREHOLDERS’ DEFICIT**\n\n \n\nPreference Shares – The Company is authorized to issue up to 1,000,000 preference shares, $0.0001 par value. As of December 31, 2025 and 2024, no preference shares were issued or outstanding.\n\n \n\nClass A Ordinary Shares – The Company is authorized to issue up to 479,000,000 Class A ordinary shares, $0.0001 par value. As of December 31, 2025, there were 6,494,770 Class A ordinary shares issued and outstanding, consisting of 26,021 shares subject to possible redemption (classified as temporary equity) and 6,468,749 non-redeemable shares. Of the non-redeemable Class A shares, 4,528,124 are held by Samara, 1,940,625 are held by the Former Sponsor as Retained Securities, and the remaining shares are held by other holders. As of December 31, 2024, there were 7,944,129 (1,475,380 redeemable; 6,468,749 shares non-redeemable) Class A ordinary shares issued and outstanding.\n\n \n\nClass B Ordinary Shares – The Company is authorized to issue up to 20,000,000 Class B ordinary shares, $0.0001 par value. As of 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. At December 31, 2024, there was 1 Class B ordinary shares issued and outstanding.\n\n \n\nAdditional Paid-in Capital – During the year ended December 31, 2025, the Company recognized $5,050,793 in additional paid-in capital, representing the fair value of the capital contribution made by the Former Sponsor in connection with the discharge and forgiveness of related-party and third-party liabilities described in Note 5.\n\n \n\n**NOTE 9. FAIR VALUE MEASUREMENTS**\n\n \n\nThe 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:\n\n \n\n \n●\n\nLevel 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.\n\n \n \n \n\n \n●\nLevel 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.\n\n \n \n \n\n \n●\nLevel 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.\n\n \n\nF-17\n\n \n\n \n\nThe following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs used:\n\n \n\nSchedule of Company’s assets and liabilities measured at fair value on a recurring basis\n \n \n \n \n \n \n \n \n \n \n\n \n \n**Level**\n \n**December 31,2025**\n \n \n**December 31,2024**\n \n\nAssets:\n \n \n \n \n \n \n \n \n \n \n\nInvestments held in Trust Account – U.S. Treasury money market fund\n \n1\n \n$\n482,661\n \n \n$\n17,518,993\n \n\nLiabilities:\n \n \n \n \n \n \n \n \n \n \n\nPublic Warrants\n \n1\n \n$\n-\n \n \n$\n258,750\n \n\nPublic Warrants\n \n2\n \n$\n388,126\n \n \n$\n-\n \n\nPrivate Warrants\n \n3\n \n$\n-\n \n \n$\n321,750\n \n\nPrivate Warrants\n \n2\n \n$\n482,625\n \n \n$\n-\n \n\n \n\nTransfers to/from Levels\n1, 2, and 3 are recognized at the beginning of the reporting period. During the period there were transfers to/from Levels 1 and 2\nfor Public Warrants and to/from Levels 3 and 2 for Private Warrants.\n\n \n\nThe Company established the\ninitial fair value of the warrants on May 12, 2022, using a binomial option pricing model. Proceeds from the sale of Units, the\nsale of Private Placement Warrants, and the issuance of Class B ordinary shares were allocated first to the warrants at their fair values,\nwith the remaining proceeds allocated based on relative fair values to Class A ordinary shares subject to possible redemption (temporary\nequity), Class A ordinary shares (permanent equity), and Class B ordinary shares (permanent equity).\n\n \n\nPublic warrant liability fair value measurements (Level 1, 2 and 3) are detailed in the roll forward table below.\n\n \n\nSchedule of Change in Fair Value of Private and Public Placement Warrants, Level 1, 2 and 3 Liabilities, Measured on a Recurring Basis\n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n**Level 1**\n \n \n**Level 2**\n \n \n**Level 3**\n \n\nBalance – December 31, 2024\n \n$\n258,750\n \n \n$\n-\n \n \n$\n-\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nLeveling transfer\n \n \n(258,750\n)\n \n \n258,750\n \n \n \n-\n \n\nChange in Fair Value\n \n \n-\n \n \n \n129,376\n \n \n \n-\n \n\n**Balance – December 31, 2025**\n \n**$**\n**-**\n \n \n**$**\n**388,126**\n \n \n**$**\n**-**\n \n\n \n\nThe Public Warrants were initially measured using a binomial option pricing model and are valued at December 31, 2025 based on limited observable market prices (Level 2) and at December 31, 2024 based on quoted market prices (Level 1).\n\n \n\nThe fair value of Public Warrants issued in connection\nwith the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement. The close\nprice of the Public Warrants on NASDAQ was used as the primary input to the fair value of the Public Warrants as of each relevant date\nsubsequent to May 12, 2022. As of December 31, 2024, the measurement of the Public Warrants after the detachment of the Public Warrants\nfrom the Units is classified as Level 1 due to the use of an observable market quote in an active market.\n\n \n\nAs of December 31, 2025, the subsequent measurements\nof the Public Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.\nThe last trading day in the Company’s fiscal year 2025 does not have significant trading volume and as a result, the Public Warrants\nwere reclassified from Level 1 to Level 2.\n\n \n\nF-18\n\n \n\n \n\nThe\nPrivate Placement Warrants as of December 31, 2024 are valued using a binomial option pricing model and are classified as Level 3.\nThe primary unobservable input used in valuing the Private Placement Warrants is expected volatility, which is derived from\nobservable warrant pricing of comparable “blank check” companies without an identified target.\n\n \n\nThe following table provides quantitative information regarding Level\n3 fair value measurements as of December 31, 2024:\n\n \n\nSchedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs\n \n \n \n \n\n \n \n**December 31,2024**\n \n\nStock Price\n \n$\n11.80\n \n\nExercise Price\n \n$\n11.50\n \n\nRisk-free rate of interest\n \n \n4.38\n%\n\nVolatility\n \n \n5.4\n%\n\nExpected term (years)\n \n \n0.7\n \n\nExpected term of warrant conversion\n \n \n5 years\n \n\nProbability of successful business combination\n \n \n6.00\n%\n\n \n\nAt December 31, 2025, the fair value of the Private Placement Warrants\nhas subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value\nmeasurement.\n\n \n\n**note 10. Segment Information**\n\n \n\nThe Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer, who reviews the Company’s operating results in order to allocate resources and assess financial performance. Accordingly, the Company operates as a single reportable segment. In evaluating performance and resource allocation, the CODM reviews the following key metrics:\n\n \n\nSchedule of Segment Reporting Information, by Segment\n \n \n \n \n \n \n \n \n\n \n \n**For theYears EndedDecember 31,**\n \n\n \n \n**2025**\n \n \n**2024**\n \n\nFormation costs and operating expenses\n \n$\n777,685\n \n \n$\n1,948,874\n \n\nInterest earned on investments held in Trust Account\n \n$\n284,719\n \n \n$\n3,984,831\n \n\n \n\nThe 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.\n\n \n\n**NOTE 11. SUBSEQUENT EVENTS**\n\n \n\nThe Company evaluated subsequent events and transactions\nthat occurred after the balance sheet date through the date that the financial statements were issued. The Company did not identify any\nsubsequent events requiring adjustment to or disclosure in the financial statements other than the following:\n\n \n\n**Business Combination Agreement (“BCA”)**\n\n \n\nOn 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.\n\n \n\nF-19\n\n \n\n \n\nAs consideration, New Pubco will issue 21,985,971 ordinary shares to Blue Finance shareholders (valued at $10.00 per share) and, pursuant to anticipated subscription agreements, 814,029 and 1,200,000 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 6,000,000 ordinary shares based on market-based milestones over five years, with aggregate share issuances (including earnout) capped at 30,000,000, subject to adjustment.\n\n \n\nAt 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.\n\n \n\n**Voting Agreement**\n\n \n\nIn 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.\n\n \n\n**Lock-Up Agreement**\n\n \n\nCertain 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.\n\n \n\n**Sponsor Support Agreement**\n\n \n\nOn 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 of closing or termination of the Business Combination Agreement.\n\n \n\n**Strategic Alliance / Side Letter Arrangement**\n\n \n\n*HSC Subscription Agreement*\n\n \n\nUnder the HSC Subscription Agreement, New Pubco will issue 814,029 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 203,507 earnout shares if applicable milestones are met.\n\n \n\nThe 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.\n\n \n\nF-20\n\n \n\n \n\n*MFC Tech Subscription Agreement*\n\n \n\nUnder the MFC Tech Subscription Agreement, New Pubco will issue 1,200,000 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).\n\n \n\nIn addition, MFCT is entitled to participate in the earnout arrangement and may receive up to 300,000 additional ordinary shares upon achievement of specified milestones under the Business Combination Agreement.\n\n \n\n**2026 Extraordinary General Meeting**\n\n \n\nOn 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.\n\n \n\n**Redemption and Supplemental (“Stub”) Payment**\n\n \n\nAs\ndiscussed in Note 2 under “Redeeming Shareholders Payable,” the Company approved a supplemental (“stub”)\npayment to certain shareholders who redeemed their shares in connection with the May 15, 2025 redemption event.\n\n \n\nThe 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 $155,957, or approximately $0.1076 per redeemed share.\n\n \n\nThe stub payment was distributed to the affected redeeming shareholders on May 15, 2026.\n\n \n\nF-21"}