Business Description

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Libity (formerly known as Investcorp AI Acquisition Corp.) (the “Company”) is a blank check company incorporated in the Cayman Islands on February 19, 2021 . The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On January 11, 2022, the Company changed its name from Investcorp Acquisition Corp. to Investcorp India Acquisition Corp.; and on October 15, 2024, the Company changed its name to Investcorp AI Acquisition Corp. On May 14, 2026 the Company changed its name to Libity. As of December 31, 2025, and for the period from February 19, 2021 (inception) through December 31, 2025, the Company has not commenced any operations and will not generate operating revenue until after the completion of its Business Combination. The Company has selected December 31 as its fiscal year end. Initial Public Offering and Private Placement On May 12, 2022, the Company consummated its Initial Public Offering of 22,500,000 units (the “Units”), at $ 10.00 per Unit, generating gross proceeds of $ 225,000,000 . The underwriter also exercised its over-allotment option in full, resulting in an additional 3,375,000 Units issued for an aggregate amount of $33,750,000. Simultaneously, the Company consummated the sale of 16,087,500 Private Placement Warrants at $ 1.00 per warrant to ICE I Holdings Pte. Ltd. (the “Former Sponsor”), generating gross proceeds of $ 16,087,500 . Extension Meetings and Redemptions At extraordinary general meetings held on August 11, 2023, August 12, 2024 and May 12, 2025, shareholders approved successive extensions of the deadline to complete a Business Combination and exercised their redemption rights as follows: (i) August 2023 – 16,085,554 shares redeemed for $ 172,774,717 ($ 10.74 per share); (ii) August 2024 – 8,314,066 shares redeemed for $ 95,447,584 ($ 11.48 per share); and (iii) May 2025 – 1,449,359 shares redeemed for $ 17,521,050 ($ 12.09 per share). Following the May 2025 redemptions, 26,021 Class A ordinary shares remained subject to possible redemption. The current deadline to consummate a Business Combination is May 12, 2028 (the “Combination Period”). On May 14, 2026, shareholders further approved an extension from May 12, 2027 to May 12, 2028 and a change of the Company’s name to “Libity”. Nasdaq Delisting On April 29, 2025, after prior notices, Nasdaq notified the Company of its determination to delist the Company’s securities under Nasdaq Listing Rule IM-5101-2, which requires a SPAC to complete a business combination within 36 months of IPO registration effectiveness. Trading on Nasdaq was suspended effective May 6, 2025. On July 14, 2025, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) formally removing the Company’s securities from listing and registration on Nasdaq. Since that time, the Company’s units, Class A ordinary shares and warrants have been quoted on the OTC Markets under the symbols “IVAUF,” “IVCAF” and “IVAWF,” respectively. Change in Sponsorship – Purchase Agreement (August 28, 2025) On August 28, 2025, the Company entered into and consummated a purchase agreement (the “Sponsor Purchase Agreement”) by and among Samara Special Opportunities (“Samara” or the “Current Sponsor”), the Company, and the Former Sponsor. Pursuant to the Sponsor Purchase Agreement, the Former Sponsor sold to Samara (i) 4,528,124 Class A ordinary shares, (ii) 1 Class B ordinary share, and (iii) 11,261,250 Private Placement Warrants, for an aggregate purchase price of $ 1.00 . The Former Sponsor retained 1,940,625 Class A ordinary shares and 4,826,250 Private Placement Warrants (the “Retained Securities”). At closing: (a) Samara joined the Registration and Shareholder Rights Agreement dated May 12, 2022; (b) the Former Sponsor’s officers and directors resigned and were replaced by designees of Samara; (c) the IPO-era letter agreement was terminated; d) all SPAC Paid-Off Liabilities, Assumed Liabilities, and Written-Off Liabilities (as defined in the Purchase Agreement) were settled or extinguished as of August 29, 2025 (the “Payment Date”), as further described in Note 5; and (e) Samara assumed responsibility for funding the ongoing expenses of the Company, including any monthly Trust Account extension contributions.…