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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April
13, 2026 (April 8, 2026)
Investcorp AI Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41383 |
|
N/A00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
Century Yard, Cricket Square
Elgin Avenue
P.O. Box 1111, George Town
Grand Cayman, Cayman Islands |
|
KY1-1102 |
| (Address of principal executive offices) |
|
(Zip Code) |
+1 (302) 738-7210
(Registrant’s telephone number, including area
code)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
IVCAUF |
|
The OTC Markets – Pink Sheets |
| Class A ordinary shares, par value $0.0001 per share |
|
IVCAF |
|
The OTC Markets – Pink Sheets |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
IVCAWF |
|
The OTC Markets – Pink Sheets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Investcorp AI Acquisition Corp. (“IVCA”)
is filing this Current Report on Form 8-K to report that, on April 8, 2026, it executed a Business Combination Agreement with Blue Finance
Technology Holding Limited (“Blue Finance”), Beckwell One Limited (“New Pubco”), Eaton One Limited (“Merger
Sub”), and Oliver Larholt as representative of the Blue Finance shareholders holding 96% of Blue Finance’s outstanding capital
stock (“Target Representative”), providing for a two-step business combination that will result in New Pubco, an Irish company
that will re-register as a public limited company, becoming the publicly traded parent company of IVCA and Blue Finance upon closing (such
transactions, the “Business Combination”). The Business Combination comprises a share contribution by all of the Blue Finance
shareholders of all their Blue Finance shareholdings to New Pubco in exchange for New Pubco ordinary shares (the “Contribution”),
followed by a merger of Merger Sub with and into IVCA, with IVCA surviving as a wholly owned subsidiary of New Pubco (the “IVCA
Merger”).
As
upfront equity consideration for the Contribution, New Pubco will issue an aggregate of 21,985,971 New Pubco ordinary shares to Blue
Finance’s shareholders, with a stated value of $10.00 per share, allocated in accordance with the Business Combination Agreement
and related contribution arrangements. Immediately following the Contribution, in connection with the Business Combination and as described
in the Business Combination Agreement, New Pubco expects to issue 814,029 New Pubco ordinary shares to The Hugely Successful Company,
LLC (“HSC”) and 1,200,000 New Pubco ordinary shares to MFC Tech Limited (“MFC Tech”), in each case for $0.0001
per share, pursuant to subscription agreements that the parties currently intend to enter into prior to the Closing. See “—
Other Agreements” for more information.
At
the effective time of the IVCA Merger, each IVCA Class B ordinary share issued and outstanding immediately prior to the IVCA Merger will
automatically convert into one IVCA Class A ordinary share. In addition, IVCA’s outstanding units (if any) will be detached into their
underlying Class A ordinary shares and public warrants in accordance with their terms. After giving effect to that conversion and such
separation, each IVCA Class A ordinary share issued and outstanding immediately prior to the IVCA Merger (other than shares treated as
otherwise provided in the Business Combination Agreement, including any treasury shares or shares canceled or otherwise not outstanding
as of the effective time) will be exchanged for one New Pubco ordinary share, and IVCA’s ordinary shares will be canceled and cease to
exist. IVCA’s outstanding public and private warrants will be converted into corresponding New Pubco public and private warrants, respectively,
on substantially the same terms and conditions as the IVCA warrants, except that the New Pubco warrants will be exercisable for New Pubco
ordinary shares instead of IVCA Class A ordinary shares.
The Business Combination Agreement provides for
a post-closing contingent earnout over a period of five years, consisting of up to two tranches. The first tranche of 3,000,000 New Pubco
ordinary shares will be issuable if the volume-weighted average price of New Pubco ordinary shares equals or exceeds $15.00 for at least
ten trading days within any thirty consecutive trading-day period. The second tranche of 3,000,000 New Pubco ordinary shares will be issuable
if New Pubco achieves a market capitalization of $1,000,000,000 for at least ten trading days within any thirty consecutive trading-day
period, in each case as calculated pursuant to the Business Combination Agreement. Earnout recipients include the Blue Finance shareholders,
HSC, and MFC Tech, subject to terms and allocation mechanics set forth in the Business Combination Agreement. The aggregate number of
New Pubco ordinary shares issuable across the upfront and contingent issuances to the Blue Finance shareholders, HSC, and MFC Tech, is
capped at 30,000,000 shares; provided, however, that pursuant to its future agreement with New Pubco, HSC is expected to be entitled to
subscribe, at price of $0.0001 per share plus the additional consideration provided for under the Original HSC Agreement (as defined below),
for a number of New Pubco ordinary shares equal to 2.6% of the issued and outstanding New Pubco shares on a post-issuance basis upon achievement
of the second earnout milestone described above. The parties acknowledge in the Business Combination Agreement that the earnout construct
may be restructured in form (but not in economic substance) to the extent required to comply with applicable Irish law, including Irish
takeover regulations; any such restructuring shall not reduce the aggregate earnout consideration payable to IVCA shareholders or the
Sponsor.
Effective
as of the Closing, the board of directors of New Pubco (the “Post-Closing Board”) will consist of five (5) directors designated
by Blue Finance, a majority of whom will qualify as independent directors under applicable Nasdaq rules. Following the Closing, each
of IVCA (or its successor) and HSC will have the right, but not the obligation, to designate one (1) individual (the “SPAC Director”
and “HSC Director,” respectively) to replace a Post-Closing Board member by delivering written notice to New Pubco; no such
designation may occur prior to the Closing. Until either party exercises its designation right, it may instead appoint one (1) non-voting
board observer (a “Board Observer”) entitled to receive board materials and attend meetings, but without voting rights, director
status, or any governance, veto, or control rights. If appointed, the SPAC Director and HSC Director will have the same rights and obligations
as the other directors, with no enhanced governance, veto, or control rights. At or prior to the Closing, New Pubco will provide each
director with a customary indemnification agreement in form and substance reasonably acceptable to such director. The executive officers
of New Pubco will be caused to resign as necessary so that, immediately following the Closing, the Chief Executive Officer and Chief
Financial Officer of New Pubco are the same individuals holding those positions at Blue Finance immediately prior to the Closing, unless
IVCA consents to an alternative appointment.
The
closing of the Business Combination Agreement (the “Closing”) is subject to customary and specified conditions, including
approval of the Business Combination by IVCA’s shareholders, any required Blue Finance shareholder approvals under Irish law, the
effectiveness of a registration statement on Form F-4 that includes the IVCA proxy statement/prospectus, the re-registration of New Pubco
as a public limited company and receipt of the A4 certificate related to such re-registration, applicable regulatory approvals, the absence
of any law or order enjoining consummation, and receipt of conditional approval of a New Pubco application to list its post-closing public
warrants and ordinary shares on the Nasdaq Capital Market.
The
Business Combination Agreement includes customary representations, warranties and covenants by the parties, including cooperation to
prepare, file and have declared effective a registration statement on Form F-4 that will include the proxy statement/prospectus for IVCA’s
shareholder meeting to approve the Business Combination, as well as covenants regarding efforts to obtain required approvals and consummate
the listing of New Pubco securities. The Business Combination Agreement also contains customary termination rights, an outside date of
November 4, 2026, and certain limitations and qualifications applicable to the parties’ representations, warranties and covenants,
in each case as set forth therein.
For
U.S. federal income tax purposes, the parties intend that the Contribution and the IVCA Merger (together with related steps) qualify
as exchanges under Section 351 of the Internal Revenue Code. For Irish tax purposes, the parties intend to avail of applicable capital
gains and stamp duty reliefs, including share-for-share relief under Section 586 of the Taxes Consolidation Act 1997 and reconstruction
or amalgamation relief under Section 80 of the Stamp Duties Consolidation Act 1999, in each case subject to satisfaction of statutory
conditions, potential clawback, and the final structure and steps implemented at Closing.
The
foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified
in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this
Current Report on Form 8-K.
Voting
Agreements
The
Business Combination Agreement contemplates a Voting Agreement (the “Voting Agreement”) to be entered into at Closing by
IVCA, Blue Finance, and certain holders of Blue Finance equity (each, a “Holder”). Each Holder agreed to vote its Blue Finance
shares in favor of the Business Combination Agreement and against proposals that would reasonably be expected to impede, interfere with,
or delay the Business Combination. The Voting Agreement includes customary covenants regarding transfer restrictions, information provision
for the Form F-4 registration statement, waiver of appraisal rights, and termination upon the earliest of the Closing, termination of
the Business Combination Agreement, or mutual written agreement. The foregoing description is qualified in its entirety by reference
to the full text of the Voting Agreement filed as Exhibit A to the Business Combination Agreement (Exhibit 2.1 to this Form 8-K), incorporated
herein by reference.
Lock-Up
Agreements
The
Business Combination Agreement contemplates a Lock-Up Agreement (the “Lock-Up Agreement”) to be entered into at Closing by
IVCA and certain Holders. Each Holder will be restricted from transferring “Restricted Securities” for twelve months following
the Closing (or earlier upon specified liquidity events), subject to customary permitted transfers; provided, however, that after six
months from the date of such Lock-Up Agreements, the Target Representative may waive, release, or modify the foregoing restriction, in
whole or in part, with respect to any Holder. The Lock-Up Agreement includes provisions for liquidated damages, stop-transfer instructions,
restrictive legends, and preservation of voting rights, and terminates automatically if the Business Combination Agreement is terminated.
The foregoing description is qualified in its entirety by reference to the full text of the Lock-Up Agreement filed as Exhibit B to the
Business Combination Agreement (Exhibit 2.1 to this Form 8-K), incorporated herein by reference.
Sponsor
Support Agreement
On
April 8, 2026, Samara Special Opportunities (“Sponsor”), IVCA, and Blue Finance entered into a Sponsor Support Agreement
(the “Sponsor Support Agreement”). Sponsor agreed to vote its IVCA ordinary shares in favor of the Business Combination and
against proposals that would reasonably be expected to impede the transaction. Until the earlier of the Closing or termination of the
Business Combination Agreement, the Sponsor Support Agreement restricts certain transfers of Sponsor’s IVCA securities (subject
to customary permitted transfers), and Sponsor agreed not to redeem its securities in connection with the shareholder vote and to waive
anti-dilution rights with respect to the Business Combination. Sponsor also agreed to the cancellation of its 11,261,250 private placement
warrants at the Closing. The Sponsor Support Agreement provides that certain agreements between IVCA (or its subsidiaries) and Sponsor
(or its affiliates) will terminate at Closing, and includes mutual releases effective at Closing (subject to customary exceptions for
fraud and surviving rights). The Sponsor Support Agreement also contemplates delivery of an amended and restated registration rights
agreement at Closing. The foregoing description is qualified in its entirety by reference to the full text of the Sponsor Support Agreement
filed as Exhibit 10.3 to this Form 8-K, incorporated herein by reference.
Other
Agreements
In
connection with the Business Combination Agreement, and to satisfy existing arrangements summarized below, the parties currently intend
for New Pubco to enter into the following subscription agreements prior to the Closing:
| |
● |
Prior to the Closing, New Pubco and HSC intend to
enter into a Subscription Agreement (the “HSC Agreement”) in satisfaction of Blue Finance Technology Holding Limited’s
obligations under a certain Investment and Equity Agreement (the “Original HSC Agreement”). Pursuant to the anticipated
HSC Agreement, it is contemplated that, for consideration of $0.0001 per share for legal and administrative purposes (with the aggregate
subscription price for such shares deemed fully satisfied by amounts previously contributed, funded or committed by HSC in connection
with the Original HSC Agreement and the Business Combination Agreement), New Pubco will issue to HSC: (i) following the Contribution,
but prior to the SPAC Merger, 814,029 New Pubco ordinary shares (the “Initial Subscription”), constituting approximately
2.6% of the ordinary shares outstanding immediately following Closing; (ii) upon achievement of a $1,000,000,000 market capitalization
(the “Valuation Milestone”) during the five-year earnout period (calculated based on the volume-weighted average price
of ordinary shares and the fully diluted outstanding ordinary shares for at least ten trading days within any thirty consecutive
trading-day period during such period), additional shares resulting in HSC holding an additional 2.6% of then-outstanding shares
on a post-issuance basis (the “Second Subscription”); and (iii) a pro rata share of any earnout shares issued pursuant
to the Business Combination Agreement (up to 203,507 shares if both earnout milestones are achieved). It is anticipated that the
HSC Agreement will provide that the Initial Subscription will occur prior to the Closing and will include customary provisions regarding
compliance with applicable law, equitable adjustments, elimination of fractional shares, and reservation of shares. If the Business
Combination Agreement terminates prior to Closing without consummation of the transactions contemplated thereby, the HSC Agreement
shall automatically terminate and be of no further force or effect, and the Original HSC Agreement shall be reinstated and restored
with full force and effect. The foregoing description is qualified in its entirety by reference to the form of HSC Agreement filed
as Exhibit 10.4 to this Form 8-K, incorporated herein by reference. The form of the HSC Agreement is subject to change based on ongoing
negotiations between the parties and in order to achieve economic and regulatory efficiencies; provided, however, that notwithstanding
any such changes in form, the economic substance of the HSC Agreement is not expected to change. |
| ● | Prior
to the Closing, New Pubco and MFC Tech intend to enter into a Subscription Agreement (the
“MFC Tech Agreement”) in satisfaction of Blue Finance’s obligations under
a certain consulting arrangement by and between Blue Finance and Tariq Mumtaz (the “Mumtaz
Consulting Agreement”). Pursuant to the anticipated MFC Tech Agreement, it is contemplated
that, in exchange for consideration of $0.0001 per share, New Pubco will issue to MFC Tech:
(i) immediately following the Contribution, 1,200,000 New Pubco ordinary shares; and (ii)
a pro rata share of any earnout shares issued pursuant to the Business Combination Agreement
(up to 300,000 shares if both milestones are achieved), in each case conditioned upon receipt
by New Pubco of consideration of $0.0001 per share. It is anticipated that the MFC Tech Agreement
will include customary provisions regarding compliance with applicable law, equitable adjustments,
and elimination of fractional shares. If the Business Combination Agreement terminates, the
MFC Tech Agreement (if then in effect) is expected to terminate automatically and the Mumtaz
Consulting Agreement would be reinstated. The foregoing description is qualified in its entirety
by reference to the full text of a form of the MFC Tech Agreement filed as Exhibit 10.5 to
this Form 8-K, incorporated herein by reference. The form of the MFC Tech Agreement is subject
to change based on ongoing negotiations between the parties and in order to achieve economic
and regulatory efficiencies; provided, however, that notwithstanding any such changes in
form, the economic substance of the MFC Tech Agreement is not expected to change. |
|
Item 7.01. |
Regulation
FD Disclosure. |
On
April 13, 2026, IVCA and Blue Finance issued a press release announcing execution of the Business Combination Agreement among the parties.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The press release contains forward-looking statements regarding the proposed Business Combination, intended listing of Irish Holdco securities
on the Nasdaq Capital Market, and the earnout structure, among other matters, that are subject to risks and uncertainties described in
the press release.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing. This Current Report on Form 8-K does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or in respect of the proposed Transactions, nor does it constitute an
offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval in any jurisdiction.
Additional
Information and Where to Find It
Pursuant
to the Business Combination Agreement, New Pubco has filed or will file relevant materials with the SEC, including a Registration Statement
on Form F-4 (the “Registration Statement”) to register the New Pubco ordinary shares to be issued in connection with the
Business Combination, and has filed or will file a proxy statement of IVCA and a prospectus of New Pubco (the “Proxy Statement/Prospectus”).
Upon effectiveness, the Proxy Statement/Prospectus will be sent to the shareholders of IVCA (the “IVCA Shareholders”) to
seek their approval of the Business Combination. Each of New Pubco, Blue Finance, and IVCA may file with the SEC other relevant documents
concerning the proposed Business Combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF IVCA ARE URGED TO
READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NEW PUBCO, BLUE FINANCE,
IVCA, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS. The Registration Statement, the Proxy Statement/Prospectus, and any other
documents filed by New Pubco, Blue Finance, and IVCA with the SEC, may be obtained free of charge at the SEC website at www.sec.gov.
In addition, investors and security holders may obtain free copies of the documents filed with the SEC by IVCA by directing a written
request to: Investcorp AI Acquisition Corp., Century Yard, Cricket Square, Elgin Avenue, P.O. Box 1111, George Town, Grand Cayman, Cayman
Islands.
Participants
in the Solicitation
IVCA
and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from the IVCA Shareholders with respect to the Business Combination and related matters. Information about
the directors and executive officers of IVCA, including their ownership of IVCA shares, is included in IVCA’s information statement pursuant
to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, filed August 29, 2025. Additional information regarding
the persons or entities who may be deemed participants in the solicitation of proxies from IVCA Shareholders, including a description
of their interests in the Business Combination by security holdings or otherwise, is included in the Proxy Statement/Prospectus and other
relevant documents that are or will be publicly filed with the SEC when they become available.
No
Offer or Solicitation
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities in
connection with the proposed Business Combination shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Forward-Looking Statements
The
press release attached as Exhibit 99.1 hereto and the statements contained therein include “forward-looking” statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and
uncertainties. Forward-looking statements generally relate to future events or IVCA’s future financial or operating performance.
In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,”
“seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,”
or the negative of such terms, or other comparable terminology. Forward-looking statements relating to expectations about future results
or events are based upon information available to IVCA as of today’s date and are not guarantees of the future performance of IVCA,
and actual results may vary materially from the results and expectations discussed. IVCA’s expectations and beliefs regarding these
matters may not materialize, and actual results in future periods are subject to risks, uncertainties and other factors that could cause
actual results to differ materially from those projected, including, without limitation, the parties’ ability to complete the Business
Combination, the parties’ ability to integrate their respective businesses into a combined publicly listed company post-merger,
the ability of the parties to obtain all necessary consents and approvals in connection with the Business Combination, obtain stock exchange
clearance of a listing application in connection with the Business Combination, the parties’ ability to obtain their respective
equity securityholders’ approval, and obtain sufficient funding to maintain operations and develop additional services and offerings,
market acceptance of the parties’ current products and services and planned offerings, competition from existing or new offerings
that may emerge, impacts from strategic changes to the parties’ business on net sales, revenues, income from continuing operations,
or other results of operations, the parties’ ability to attract new users and customers, the parties’ ability to retain or
obtain intellectual property rights, the parties’ ability to adequately support future growth, the parties’ ability to comply
with user data privacy laws and other current or anticipated legal requirements, and the parties’ ability to attract and retain
key personnel to manage their business effectively, the risk that Blue Finance’s FCA authorization or compliance status may be
adversely affected by the change of control contemplated by the Business Combination, the dependence of Blue Finance’s business
on its Chief Executive Officer and other key personnel, and the risk that Blue Finance’s historical operating metrics may not be
indicative of future performance. These risks, uncertainties and other factors are described more fully in the section titled “Risk
Factors” of the Registration Statement and in the Proxy Statement/Prospectus when filed. See also the section titled “Risk
Factors” in IVCA’s periodic reports which are filed with the SEC. These risks, uncertainties and other factors are, in some
cases, beyond the parties’ control and could materially affect results. If one or more of these risks, uncertainties or other factors
become applicable, or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those
implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. All subsequent
written and oral forward-looking statements concerning IVCA, New Pubco, Blue Finance, or any of their affiliates, or other matters and
attributable to IVCA, New Pubco, Blue Finance, any of their affiliates, or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. IVCA does not undertake any obligation to publicly update any of these forward-looking
statements to reflect events or circumstances that may arise after the date hereof, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibit |
| 2.1† |
|
Business Combination Agreement, dated April 8, 2026, by and among Investcorp AI Acquisition Corp., Blue Finance Technology Holding Limited, Beckwell One Limited, Eaton One Limited, and Oliver Larholt, solely in his capacity as Seller Representative. |
| 10.1 |
|
Form of Voting Agreement (included as Exhibit A to the Business Combination Agreement) |
| 10.2 |
|
Form of Lock-Up Agreement (included as Exhibit B to the Business Combination Agreement) |
| 10.3† |
|
Sponsor Support Agreement, dated April 8, 2026, by and among Samara Special Opportunities, Investcorp AI Acquisition Corp., and Blue Finance Technology Holding Limited. |
| 10.4 |
|
Form of Subscription Agreement by and between The Hugely Successful Company, LLC and Beckwell One Limited, with Blue Finance Technology Holding Limited as a consenting party |
| 10.5 |
|
Form of Subscription Agreement by and between MFC Tech Limited and Beckwell One Limited, with Blue Finance Technology Holding Limited and Tariq Mumtaz as consenting parties |
| 99.1 |
|
Press Release dated April 13, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Schedules
and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant agrees to furnish supplementally a copy of any omitted schedule or attachment
to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 13, 2026 |
Investcorp
AI Acquisition Corp. |
| |
|
|
| |
/s/ Vikas Mittal |
| |
Name: |
Vikas Mittal |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Investcorp AI Acquisition Corp. to Combine with
Blue Finance Technology Holding Limited; Transaction to Create Irish Public Company Focused on Artificial Intelligence-Powered Digital
Consumer Finance
Proposed business combination structured to
result in a new Irish public company listed on the Nasdaq Capital Market
Consideration to Blue Finance consists of 21,985,971
New Pubco ordinary shares with a stated value of $10.00 per share under the BCA, for an aggregate stated consideration of $219,859,710
New Irish public company to focus on advancing
Blue Finance’s artificial intelligence-powered digital finance service offerings
New York, NY and Dublin, Ireland — April
13, 2026 — Investcorp AI Acquisition Corp. (“IVCA”) and Blue Finance Technology Holding Limited (“Blue Finance”),
an artificial intelligence-powered digital finance platform providing lending, banking, and financial services, today announced that they
have entered into a definitive Business Combination Agreement (“BCA”) for a proposed transaction that is expected to result
in a new Irish public company (“New Pubco”) focused on advancing Blue Finance’s digital finance platform.
Pursuant to the BCA, New Pubco will become the
public parent company of Blue Finance and IVCA following (i) an exchange of all outstanding equity of Blue Finance for ordinary shares
of New Pubco and (ii) a merger of a wholly owned Cayman Islands subsidiary of New Pubco with and into IVCA, with IVCA continuing as the
surviving entity and a wholly owned subsidiary of New Pubco. The closing of the BCA is conditioned upon, among other things, receipt of
conditional approval of an application to list New Pubco’s ordinary shares and public warrants on the Nasdaq Capital Market.
Through its wholly owned subsidiary My Finance
Club Ltd., a United Kingdom company limited by shares, Blue Finance operates an AI-driven digital lending platform serving financially
constrained, underbanked consumers overlooked by traditional lenders. Blue Finance’s proprietary technology automates the full lending
lifecycle—from application processing through real-time underwriting, funding, and collections—on a single unified system,
enabling instantaneous, compliant loan decisions under the UK’s FCA regulatory framework.
To date, MyFinanceClub has originated more than
580,000 loans and over $200 million in total lending.
Strategic Rationale
Blue Finance builds and operates an industry-leading
consumer- and merchant-facing digital finance platform that provides personal finance tools, access to credit and installment financing,
and embedded digital payments to help individuals manage money and transact online.
In the UK alone, approximately 13 million adults
are considered to have low financial resilience, according to the UK Financial Conduct Authority’s Financial Lives Survey. In the
United States, the FDIC estimates that approximately 5.9% of households, representing over 7 million households, are underbanked. More
broadly, hundreds of millions of adults across Europe remain underserved by traditional financial institutions, and, according to the
World Bank, approximately 1.4 billion adults globally remain underbanked, highlighting the scale of demand for accessible, technology-enabled
financial services.
The transaction is intended to provide Blue Finance
with public company access to capital and a broader platform to expand its product suite and reach, supported by the governance and disclosure
framework contemplated by the BCA.
Transaction Overview
The proposed transaction will be effected in two
principal steps: first, a contribution of all Blue Finance shares to New Pubco, followed by a merger of a Cayman Islands subsidiary of
New Pubco with and into IVCA, with IVCA surviving as a wholly owned subsidiary of New Pubco.
In connection with the transaction, New
Pubco will issue 21,985,971 ordinary shares with a stated value of $10.00 per share, for an aggregate stated consideration of
$219,859,710, to the Blue Finance shareholders on a pro rata basis based on their holdings prior to the contribution. Immediately
following the contribution, New Pubco will also issue additional ordinary shares in connection with certain arrangements as
described in the BCA.
Following the additional issuances of New Pubco
ordinary shares described above, a wholly owned Cayman Islands merger subsidiary of New Pubco will merge with and into IVCA, with IVCA
continuing as the surviving company and becoming a wholly owned subsidiary of New Pubco upon the merger’s effectiveness under Cayman
law. In connection with the IVCA merger, the sole IVCA Class B ordinary share will automatically convert into a IVCA Class A ordinary
share, and, thereafter, each outstanding IVCA Class A ordinary share (other than treasury shares) will be cancelled and exchanged for
one New Pubco ordinary share (or the right to receive one New Pubco ordinary share), resulting in New Pubco becoming the sole shareholder
of IVCA. Each IVCA public and private warrant will be exchanged for an equivalent New Pubco public or private warrant to purchase one
New Pubco ordinary share at an exercise price of $11.50 per share.
The BCA also provides for potential earnout
consideration in two tranches during the five-year period following its closing: (i) 3,000,000 New Pubco ordinary shares issuable if
the volume-weighted average price of New Pubco ordinary shares equals or exceeds $15.00 for at least ten trading days within any
thirty consecutive trading day period, and (ii) an additional 3,000,000 New Pubco ordinary shares issuable if New Pubco achieves a
market capitalization of $1,000,000,000 for a similar period. Earnout recipients include the Blue Finance shareholders and certain
other parties, as further described in the BCA. In the aggregate, the number of New Pubco ordinary shares that may be issued
pursuant to the upfront and contingent arrangements described in the BCA is capped at 30,000,000 shares, subject to certain
additional issuances outside the BCA and potential adjustments to ensure compliance with Irish law.
The closing of the transaction is subject to customary
closing conditions, including approval by IVCA’s shareholders, required shareholder approvals under Irish law, effectiveness of
the registration statement on Form F-4, New Pubco’s re-registration as a public limited company and receipt of the A4 Certificate,
and other regulatory and stock exchange conditions described in the BCA.
Leadership Commentary
“Combining with IVCA positions Blue Finance
to accelerate product innovation and geographic expansion while maintaining our focus on responsible lending and customer experience,”
said Oliver Larholt, Chief Executive Officer of Blue Finance.
“We believe Blue Finance’s digital
platforms address meaningful pain points for consumers and merchants by simplifying access to credit and embedded payments,” said
Vikas Mittal, Chief Executive Officer of IVCA. “We are excited to partner with Oliver and the Blue Finance team to support their
growth strategy as a public company organized under Irish law.”
About Blue Finance Technology Holding Limited
Blue Finance, through its wholly owned subsidiary
My Finance Club, builds and operates consumer- and merchant-facing digital finance platforms that provide personal finance tools, access
to credit and installment financing, and embedded digital payments to help individuals and businesses manage money and transact online.
Blue Finance is organized as a private Irish company limited by shares.
About IVCA
IVCA is a special purpose acquisition company
organized as a Cayman Islands exempted company limited by shares, formed in 2021 to effect a merger, share exchange, asset acquisition,
stock purchase, reorganization, or similar business combination.
Additional Information and Where to Find It
In connection with the proposed transaction,
New Pubco, IVCA, and Blue Finance intend to prepare, and New Pubco, along with IVCA and Blue Finance, as co-registrants, intend to file,
with the SEC a registration statement on Form F-4 that will include a proxy statement of IVCA and a prospectus of New Pubco (the “Proxy
Statement/Prospectus”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS,
AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Following the issuance of this signing press release, IVCA will file a Current Report on
Form 8-K with the SEC that includes this press release and a description of the BCA. Investors and security holders may obtain free copies
of the documents filed with the SEC by IVCA through the SEC’s website at www.sec.gov.
No Offer or Solicitation
This press release is for informational purposes
only and is neither an offer to sell nor a solicitation of an offer to buy any securities, nor a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
IVCA, New Pubco, Blue Finance, their respective
directors and executive officers, and other persons may be deemed participants in the solicitation of proxies from IVCA’s shareholders
in connection with the proposed transaction. Information regarding IVCA’s directors and executive officers and their ownership of
IVCA’s securities is or will be set forth in IVCA’s filings with the SEC, including the Proxy Statement/Prospectus.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed business combination;
the expected timing of the transaction; the anticipated benefits of the transaction; the intention to list New Pubco securities on the
Nasdaq Capital Market; expected governance and board composition; expected qualification as a foreign private issuer; the earnout structure
and potential future issuances; and other statements that are not historical facts. Forward-looking statements are based on current expectations
and assumptions that, while considered reasonable by IVCA, New Pubco, and Blue Finance, are inherently uncertain and subject to risks
and uncertainties that could cause actual results to differ materially from those contemplated by these statements. These risks and uncertainties
include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the risk that
the parties may fail to obtain required shareholder approvals; the risk that the SEC may not declare the registration statement effective;
the risk that required regulatory approvals, Irish re-registration, or listing approvals are not obtained; and other risks described in
IVCA’s SEC filings. Nothing in this press release should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. None of
IVCA, New Pubco, or Blue Finance undertakes any obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by law.
Contacts
Investcorp AI Acquisition Corp. — Media
Inquiries: IVCA@meteoracapital.com
Blue Finance Technology Holding Limited —
Media Inquiries: oliver.larholt@myfinanceclub.com
