Investcorp AI Acquisition Corp. (IVCA) executed a Business Combination Agreement to combine with Blue Finance via a contribution into a new Irish public parent, New Pubco, followed by a merger making IVCA a New Pubco subsidiary. New Pubco will issue 21,985,971 shares as upfront consideration at a stated value of $10.00 per share.
The deal contemplates additional subscriptions of 814,029 shares to The Hugely Successful Company, LLC and 1,200,000 shares to MFC Tech at $0.0001 per share, and a two‑tranche contingent earnout of 3,000,000 shares each (total earnout 6,000,000), with an aggregate cap of 30,000,000 New Pubco ordinary shares. Closing is subject to shareholder approvals, Form F-4 effectiveness, re-registration of New Pubco, Nasdaq conditional approval, and other customary conditions; the outside date is November 4, 2026.
Investcorp AI Acquisition Corp. filed an amended current report updating narrative disclosure around its Sponsor Support Agreement while reiterating key terms of its planned business combination with Blue Finance Technology Holding Limited. The deal will create New Pubco, an Irish company that will become the publicly traded parent of both IVCA and Blue Finance.
Blue Finance shareholders are to receive 21,985,971 New Pubco ordinary shares as upfront equity consideration, with a stated value of $10.00 per share. New Pubco also expects to issue 814,029 shares to The Hugely Successful Company, LLC and 1,200,000 shares to MFC Tech Limited at $0.0001 per share under subscription agreements.
The agreement includes a two‑tranche earnout of up to 6,000,000 additional shares tied to New Pubco’s share price reaching $15.00 and its market capitalization reaching $1,000,000,000, with total upfront and contingent shares to Blue Finance holders, HSC, and MFC Tech capped at 30,000,000. Governance, lock-up, and sponsor support arrangements, along with customary closing conditions and an outside date of November 4, 2026, are also outlined.
Investcorp AI Acquisition Corp. is informing holders that shareholders will consider two changes at an extraordinary meeting: a name change to Libity and an extension of the deadline to complete a business combination from May 12, 2027 to May 12, 2028. Public shareholders may elect to redeem their public shares for a pro rata share of the funds held in the company’s Trust Account prior to 5:00 p.m. ET on May 12, 2026. The filing states there were 6,494,831 ordinary shares outstanding as of April 28, 2026 (6,494,830 Class A; one Class B). Major holders shown include Vikas Mittal with 4,204,036 shares (approximately 65.0%) and ICE I Holdings Pte. Ltd. with 1,940,626 shares (approximately 29.9%).
Investcorp AI Acquisition Corp. executed a Business Combination Agreement to combine with Blue Finance Technology Holding Limited through a contribution of Blue Finance shares to a newly formed Irish parent (New Pubco) followed by a merger in which IVCA becomes a New Pubco subsidiary. New Pubco will issue 21,985,971 ordinary shares as upfront consideration (stated value $10.00 per share) and expects to issue 814,029 and 1,200,000 additional ordinary shares to two subscribers prior to closing. The agreement includes a two‑tranche contingent earnout (each tranche 3,000,000 shares) and caps aggregate upfront and contingent share issuances at 30,000,000 New Pubco ordinary shares. Closing is subject to customary conditions, shareholder and regulatory approvals, effectiveness of a Form F‑4 registration statement, re‑registration of New Pubco as a public limited company, Nasdaq conditional approval, and an outside date of November 4, 2026.
Investcorp AI Acquisition Corp. (IVCA) agreed to a two-step business combination with Blue Finance Technology Holding Limited that will create a new Irish public company, New Pubco. Blue Finance shareholders will contribute all their shares to New Pubco and then IVCA will merge into a New Pubco subsidiary, leaving IVCA as a wholly owned subsidiary of New Pubco.
As upfront equity consideration, Blue Finance shareholders are slated to receive 21,985,971 New Pubco ordinary shares with a stated value of $10.00 per share. Additional New Pubco shares are expected to be issued to The Hugely Successful Company, LLC and MFC Tech Limited, and IVCA public and private warrants will convert into New Pubco warrants with a $11.50 exercise price.
The Business Combination Agreement includes a five-year earnout of up to 6,000,000 New Pubco shares, tied to share price and $1,000,000,000 market capitalization milestones, with total upfront and contingent issuances to specified parties capped at 30,000,000 shares. Closing depends on IVCA and Blue Finance shareholder approvals, effectiveness of a Form F-4 registration statement, New Pubco’s re-registration as an Irish public limited company, and conditional approval to list New Pubco shares and warrants on the Nasdaq Capital Market.