Libity

Libity

Summary

• Type: Cayman Islands–based Special Purpose Acquisition Company (SPAC) formed to effect a merger, share exchange, asset acquisition, or similar business combination.
• Status: No operations to date; will not generate operating revenue until a business combination is consummated.
• Fiscal year end: December 31.
• Former name trajectory: Investcorp Acquisition Corp. → Investcorp India Acquisition Corp. → Investcorp AI Acquisition Corp. → Libity (proposed further name change in connection with the business combination).

Business combination and proposed transaction

• Purpose: Formed to pursue an initial business combination (de-SPAC). The company is actively pursuing a business combination with Blue Finance Technology Holding Limited (Blue Finance) via a two-step transaction that uses a post-closing structure with New Pubco.
• Agreement: On April 8, 2026, the company entered into a Business Combination Agreement with Blue Finance, Beckwell One Limited (New Pubco), a Cayman Islands merger subsidiary of New Pubco (Merger Sub), and the Target Representative.
• Transaction structure:
  • Step 1: Blue Finance shareholders contribute their shares to New Pubco in exchange for 21,985,971 New Pubco ordinary shares valued at $10.00 per share, plus up to 6,000,000 contingent earnout shares over five years tied to milestones.
  • Step 2: Merger Sub merges with the company; the company would survive as a wholly owned subsidiary of New Pubco.
• Implied value: Blue Finance approximated at $300 million.
• Sponsor commitments: The current sponsor agreed to vote in favor of the Business Combination Agreement, waive redemption rights and certain anti-dilution rights. A Sponsor Support Agreement is intended to remain in effect through closing or termination of the BCA.
• Outside date: November 4, 2026, with customary termination rights if the transaction does not close by that date.
• Public-company outcome: If the transaction closes, New Pubco will be the surviving public entity.

Blue Finance (target) overview

• Business: UK-based consumer finance technology company offering regulated lending products through digitally native channels.
• Regulation: Authorized and regulated by the UK Financial Conduct Authority (FCA); subject to Consumer Duty, affordability and creditworthiness checks, and complaints handling requirements.
• Funding model: Originations funded through warehouse and forward-flow facilities with institutional credit partners.
• Currency and reporting: Revenues denominated in pounds sterling; the post-closing reporting currency will be USD, introducing currency translation and cross-border considerations.

Current status and governance

• Exchange status: Previously listed on Nasdaq; delisted effective July 14, 2025. Securities currently trade on OTC Markets under the following tickers:
  • Units: IVAUF
  • Class A ordinary shares: IVCAF
  • Warrants: IVAWF
• Personnel: Two executive officers and no other employees.
• Office: Executive offices provided by an affiliate of the current sponsor at no cost to the company.
• Reporting: The company remains subject to U.S. SEC reporting requirements despite delisting.

Key facts and numbers

IPO and trust

• IPO effective: May 9, 2022.
• IPO closing: 25,875,000 units at $10.00 per unit (including underwriter over-allotment).
• Gross proceeds from IPO: $258,750,000.
• Concurrent private placement: Former sponsor purchased 16,087,500 private placement warrants at $1.00 per warrant (gross proceeds $16,087,500).
• Trust deposit: After IPO expenses, $266,512,500 deposited in the trust account.

Trust activity and redemptions

• Aug 11, 2023 extension to Aug 12, 2024: Redemptions of 16,085,554 Class A ordinary shares for approx. $172,774,717 ($10.74 per share).
• Aug 12, 2024 extension to May 12, 2025: Redemptions of 8,314,066 Class A ordinary shares for approx. $95,447,584 ($11.48 per share).
• Aug 12, 2024: Former sponsor converted 6,468,749 founder shares into 6,468,749 Class A ordinary shares.
• May 12, 2025 extension to May 12, 2027: Redemptions of 1,449,359 Class A ordinary shares for approx. $17,521,050 ($12.09 per share). Post-2025 redemptions left 26,021 Class A ordinary shares subject to possible redemption; Trust account balance was around $473,146 as of that extension.
• May 14, 2026 extension to May 12, 2028: Redemptions of 11,896 Class A ordinary shares for approx. $152,721 ($12.84 per share); 14,125 Class A shares remained redeemable.

Sponsor changes (August 28, 2025)

• Ownership transfers from former sponsor to current sponsor (Samara Special Opportunities) included:
  • 4,528,124 Class A ordinary shares (converted from founder shares)
  • 1 Class B ordinary share (the sole outstanding founder share)
  • 11,261,250 private placement warrants
• Retained by former sponsor: 1,940,625 Class A ordinary shares and 4,826,250 private placement warrants.
• Closing actions: Current sponsor joined the Registration and Shareholder Rights Agreement. Former sponsor’s officers and directors resigned and were replaced by designees of the current sponsor. Vikas Mittal named Principal Executive Officer and director; James DeAngelis named Principal Financial Officer and director. The insider letter was terminated, SPAC-paid liabilities were settled or extinguished, and the current sponsor assumed ongoing funding obligations for the company, including trust account extension contributions.

Business Combination Agreement (April 8, 2026)

• Transaction: Two-step contribution-and-merger structure as described above.
• Valuation and earnouts: Blue Finance implied value around $300 million; up to 6,000,000 contingent earnout shares payable over five years based on performance milestones.
• Sponsor support: Commitments include voting in favor, waivers of redemptions, and waivers of certain anti-dilution rights.
• Public announcement: April 13, 2026.

Financial outlook and risks

• Operational status: No operating revenue and no customers until the business combination closes.
• Financing risk: No committed PIPE financing for the Blue Finance transaction; additional financing would be required to fund operations post-closing.
• Going concern: The independent auditors included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern based on reliance on sponsor funding and lack of revenues until the transaction closes.
• Regulatory and currency risk: Blue Finance’s FCA regulation and the change to USD reporting introduce regulatory and currency-translation risks that could affect financial results.
• Liquidity and redemptions: Prior redemptions have materially reduced the trust account balance; the company may have limited funds available to pursue another target if the Blue Finance transaction does not close, and additional financing would be required.

Bottom line

Libity is a Cayman Islands SPAC with two executive officers and no external employees, formed to pursue a business combination. It announced a proposed transaction with Blue Finance in April 2026 that would result in New Pubco becoming the public parent through a two-step contribution-and-merger structure. The transaction contemplates substantial equity consideration and contingent earnouts, requires closing by the outside date, and will likely require additional financing. The company is delisted from Nasdaq and currently trades on OTC Markets; the current sponsor holds the controlling voting position and has committed to fund ongoing expenses pending closing.