Investcorp AI Acquisition Corp. 8-K/A

What Happened

• Investcorp AI Acquisition Corp. (IVCA) announced it executed a Business Combination Agreement on April 8, 2026 with Blue Finance Technology Holding Limited and related parties to complete a two-step business combination. The deal will create an Irish public holding company (Beckwell One Limited / “New Pubco”) that will become the public parent of IVCA and Blue Finance.
• Under the transaction, Blue Finance shareholders will contribute their Blue Finance shares to New Pubco in exchange for New Pubco ordinary shares, followed by a merger of IVCA into an IVCA merger sub so that IVCA becomes a wholly owned subsidiary of New Pubco. The agreement was disclosed in an 8-K filed April 30, 2026 and a related press release was furnished on April 13, 2026.

Key Details

• Upfront equity: New Pubco will issue 21,985,971 ordinary shares to Blue Finance shareholders ($10.00 stated value per share).
• Additional subscriptions: New Pubco expects to issue 814,029 shares to The Hugely Successful Company, LLC (HSC) and 1,200,000 shares to MFC Tech Limited at $0.0001 per share (planned subscription agreements).
• Earnout: Up to two tranches of 3,000,000 New Pubco shares each (6,000,000 total) payable over five years based on (1) VWAP ≥ $15.00 for 10 of 30 trading days and (2) market cap ≥ $1,000,000,000 for 10 of 30 trading days. Aggregate issuances to Blue Finance, HSC and MFC Tech are capped at 30,000,000 shares.
• Share mechanics: IVCA Class B shares convert to Class A at closing; IVCA Class A shares (and detached units/warrants) exchange 1:1 for New Pubco ordinary shares; IVCA warrants convert into New Pubco warrants on similar terms.
• Governance & timing: Post-closing board will be five directors designated by Blue Finance (majority independent under Nasdaq rules); CEO and CFO of New Pubco expected to be current Blue Finance CEO/CFO. Closing conditions include IVCA and any required Blue Finance shareholder approvals, effectiveness of an F-4 registration statement, re-registration of New Pubco as an Irish public limited company, Nasdaq conditional approval, and customary regulatory and closing conditions. Outside date: November 4, 2026.
• Sponsor support: Samara Special Opportunities (Sponsor) entered a Sponsor Support Agreement to vote in favor of the Business Combination and agreed to certain transfer and redemption restrictions until closing.
• Tax intent: Parties intend U.S. Section 351 treatment and to pursue applicable Irish share-for-share and stamp duty reliefs, subject to conditions.

Why It Matters

• This filing signals a planned cross-border SPAC transaction that would re-domicile the public entity to Ireland and list New Pubco securities on Nasdaq, changing the corporate structure and public equity base for IVCA shareholders. Key investor impacts include share exchange mechanics (1:1 exchange for New Pubco shares), potential dilution from upfront and contingent share issuances (including earnouts and subscriptions), and governance changes (Blue Finance-designated board majority).
• Closing remains subject to several approvals and conditions (including F-4 effectiveness and Nasdaq conditional approval) and has an outside date of Nov 4, 2026, so timing and completion are not guaranteed. Investors should watch proxy materials (Form F-4), shareholder vote outcomes, and subsequent filings for final terms and effects on IVCA public shares and warrants.