Investcorp AI Acquisition Corp Announces SPAC Merger with Blue Finance

Investcorp AI Acquisition Corp (ticker IVAUF) entered into a definitive business combination agreement with Blue Finance Technology Holding Limited, an AI-focused digital finance company operating in embedded finance and technology-enabled financial services. The deal is structured as a two-step merger: Blue Finance shareholders contribute their shares to a newly formed Irish holding company (New Pubco), after which IVCA merges into a New Pubco subsidiary. As upfront consideration, New Pubco will issue 21,985,971 ordinary shares at a stated value of $10.00 per share, plus additional shares to subscribers including The Hugely Successful Company, LLC and MFC Tech Limited.

A five-year contingent earnout of up to 6,000,000 shares in two equal tranches is tied to milestones including a $15.00 share price and $1 billion market cap, with total issuances capped at 30 million shares. IVCA's sponsor will cancel 11,261,250 private warrants at closing. The transaction requires shareholder approvals, Form F-4 registration effectiveness, Nasdaq conditional approval, and New Pubco's re-registration as an Irish public limited company, with an outside closing date of November 4, 2026.