IVCA SPAC to combine with Blue Finance; New Irish parent to list on Nasdaq

Investcorp AI Acquisition Corp.

Upfront consideration: 21,985,971 New Pubco shares at $10 each to Blue Finance shareholders; additional 814,029 and 1,200,000 shares to HSC and MFC Tech at $0.0001/share.
Earnout over 5 years: up to 3M shares if VWAP ≥$15; up to 3M shares if market cap ≥$1B; aggregate cap 30M shares.
Sponsor (Samara Special Opportunities) agrees to vote for deal, not redeem, and cancel 11,261,250 private warrants at closing.
Lock-up: 12 months for certain Blue Finance holders; may be waived/released by target representative after 6 months.
Closing conditions: shareholder approvals, SEC Form F-4 effective, Nasdaq listing for New Pubco; outside date Nov 4, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Investcorp AI Acquisition Corp. entered into Business Combination Agreement with Blue Finance Technology Holding Limited, Beckwell One Limited, Eaton One Limited, and Oliver Larholt as representative (effective 2026-04-08).

Action: entry
Agreement: merger
Counterparty: Blue Finance Technology Holding Limited, Beckwell One Limited, Eaton One Limited, and Oliver Larholt as representative
Effective: 2026-04-08

Exact text from the filing

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")

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Source: SEC EDGAR

accession 0001829126-26-003449

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