IVCA files amended 8-K correcting Sponsor Support Agreement for Blue Finance business combination

Investcorp AI Acquisition Corp.

Sponsor Samara Special Opportunities agreed to vote in favor, forgo redemption, and waive anti-dilution; disclosure corrected.
Blue Finance shareholders contribute all shares to New Pubco for 21,985,971 shares at $10.00 per share.
Pre-Closing, New Pubco to issue 814,029 shares to HSC and 1,200,000 to MFC Tech for $0.0001 each.
Earnout: up to 3,000,000 shares if VWAP≥$15.00 for 10/30 days; 3,000,000 more if market cap≥$1B for 10/30 days.
Post-Closing board: five directors from Blue Finance; SPAC and HSC can replace one director or appoint a board observer.

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 (New Pubco), Eaton One Limited (Merger Sub), and Oliver Larholt as representative of the Blue Finance shareholders (effective 2026-04-08).

Action: entry
Agreement: merger
Counterparty: Blue Finance Technology Holding Limited, Beckwell One Limited (New Pubco), Eaton One Limited (Merger Sub), and Oliver Larholt as representative of the Blue Finance shareholders
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”), 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”).

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Source: SEC EDGAR

accession 0001829126-26-004200

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