UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-41161

Invest Acquisition Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +1 (345) 949-4900

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐   NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐   NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒   NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒  NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒   NO ☐

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates as of June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) is approximately $23.0 million.

As of September 25, 2026, there were 8,830,944 Class A ordinary shares, $0.0001 par value, and 1 Class B ordinary share, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions, or strategies regarding the future, as well as any statements that refer to projections, forecasts, or other characterizations of future events or circumstances. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but their absence does not mean a statement is not forward-looking.

Forward-looking statements in this report may include statements about the Company’s ability to identify a target and complete a business combination; the performance of any prospective target business; the Company’s ability to obtain additional financing; the allocation of time and potential conflicts of interest of the Company’s sole officer and director; the liquidity and trading of the Company’s securities on the OTC market; the use of proceeds held outside the trust account; the trust account not being subject to third-party claims; the impact of SEC rules applicable to SPACs; and the other risks and uncertainties discussed under “Risk Factors” and elsewhere in this report.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments will be those that have been anticipated. These statements involve risks, uncertainties, and assumptions that may cause actual results to be materially different from those expressed or implied. Should one or more of these risks or uncertainties materialize, or should any assumptions prove incorrect, actual results may vary materially from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Unless otherwise stated in this report or the context otherwise requires, references to:

PART I

References in this annual report to “we,” “us,” “Company” or our “company” are to Investcorp Europe Acquisition Corp I, an exempted company incorporated in the Cayman Islands.

Introduction

The Company was incorporated on March 22, 2021 as Investcorp Asia Acquisition Corp I, a Cayman Islands exempted company. The Company changed its name to Investcorp Europe Acquisition Corp I on October 7, 2021 and to Invest Acquisition Corporation on December 17, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is an emerging growth company and a “shell company” as defined under the Exchange Act, having conducted no operations and generated no revenue, with nominal assets consisting almost entirely of cash. The Company’s executive offices are located at 9th Floor, 60 Nexus Way, Camana Bay, P.O. Box 190, George Town, Grand Cayman, Cayman Islands KY1-1104, and its telephone number is +1 (345) 949-4900.

Company History

On December 17, 2021, the Company consummated its IPO of 34,500,000 units (including 4,500,000 units from the full exercise of the underwriters’ overallotment option) at $10.00 per unit, generating gross proceeds of $345.0 million and incurring offering costs of approximately $20.1 million, including $12.075 million of deferred underwriting commissions. Simultaneously, the Company completed a private placement of 16,700,000 warrants to its sponsor at $1.00 per warrant, generating gross proceeds of $16.7 million. Upon closing, $351.9 million ($10.20 per unit) was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee.

On March 7, 2023, the Company entered into a non-interest bearing convertible unsecured loan (the “March 2023 Loan”) with a sponsor affiliate for up to $2,000,000 to fund working capital and Extension Contributions. Amounts used for working capital were not deposited into the trust account. In the event the Company did not consummate a business combination by June 17, 2024, the March 2023 Loan would be repaid only from funds outside the trust account or forfeited. The loan is convertible into private placement warrants of the post-business combination entity at $1.00 per warrant, on terms identical to the existing private placement warrants.

On March 14, 2023, the Company held an extraordinary general meeting at which shareholders approved proposals to extend the deadline to complete an initial business combination from March 17, 2023 to December 17, 2023 and to remove the net tangible asset redemption limitation. In connection with the meeting, 15,494,333 of the 34,500,000 public shares were redeemed at approximately $10.43 per share, leaving 19,005,667 public shares outstanding and approximately $198.2 million in the trust account. In connection with the extension, the Sponsor agreed to contribute to the trust account the lesser of $350,000 or $0.03 per non-redeemed public share for each monthly extension period through the earlier of the completion of a business combination or the end of the extension period, funded through monthly advances on the March 2023 Loan.

On April 25, 2023, the Company entered into a Business Combination Agreement (as subsequently amended, the “Business Combination Agreement”) with Zacco Holdings (formerly OpSec Holdings), a Cayman Islands exempted company (“Pubco”), certain merger subsidiaries of Pubco, Orca Holdings Limited (“Orca”) and its subsidiaries, and the shareholders of Orca, Investcorp Technology Secondary Fund 2018, L.P. (“ITSF”) and Mill Reef Capital Fund ScS (collectively, the “Orca Shareholders”). Pursuant to the Business Combination Agreement, and subject to certain terms and conditions, the Orca Shareholders would have contributed all outstanding ordinary shares of Orca to Pubco in exchange for 23,577,550 Pubco Ordinary Shares, $10,000,000 in cash, and the right to receive up to an additional 1,277,550 Pubco Ordinary Shares upon the occurrence of certain triggering events, following which the Company would have merged with and into a subsidiary of Pubco, with Class A ordinary shares and warrants of the Company being exchanged for corresponding Pubco securities. In connection with the Business Combination Agreement, the Company and certain related parties entered into ancillary agreements, including a Backstop Agreement pursuant to which the Sponsor committed to purchase up to $50,000,000 in Pubco equity securities, a Sponsor Support Agreement providing for, among other things, the cancellation of 2,555,100 Class B ordinary shares and the transfer of 2,050,000 warrants to the Orca Shareholders, and lock-up and registration rights agreements.

The Business Combination Agreement was subsequently amended on five occasions. On December 14, 2023, the First Amendment provided certain Orca option holders the right to elect to cash out up to 10% of their options, cancelled certain executive options, and established a seven-member post-closing Pubco board. On March 10, 2024, the Second Amendment was entered into concurrently with a stock purchase agreement for the divestiture of the OpSec business conducted through Orca Bidco and its subsidiaries (the “Divestiture”), with the Zacco business being retained by Orca Midco. The Divestiture was consummated on May 7, 2024, with net proceeds deposited into a third-party escrow account. The Second Amendment also provided for the conversion of Class B ordinary shares into Class A ordinary shares (effected January 2, 2024), added representations, warranties and covenants regarding the Zacco business, required delivery of audited Zacco financial statements, established a fairness opinion process, and added termination rights in favor of the Company with associated termination payments ranging from $25,000,000 to $30,000,000 depending on the timing and nature of the termination event. On May 3, 2024, the Third Amendment provided for the payment of specified transaction expenses from the escrow account, the release of $7,800,000 to the Company for settlement of expenses, established a two-tranche advance structure for Orca Midco, and provided that termination amounts would be reduced by amounts previously advanced to the Company plus notional interest at 8% per annum. On August 4, 2024, the Fourth Amendment provided for the release of an additional $1,195,643 to the Company for settlement of expenses and extended the Company’s termination right through August 30, 2024. On August 30, 2024, the Fifth Amendment revised the post-closing Pubco board composition to six members, shortened the post-closing dividend timeline to five business days, required reasonable best efforts to arrange third-party financing to facilitate such dividend, and extended the Company’s termination right through September 30, 2024.

In April 2023, the Company entered into engagement letters with each of its underwriters to act as capital markets advisor and placement agent in connection with the Business Combination. On June 9, 2023, the Company terminated its engagement letters with Credit Suisse pursuant to provisions that permitted termination if certain key team members ceased to remain actively involved, with no fees due thereunder. In connection with the termination, Credit Suisse waived its contractual right to the deferred underwriting fee from the Company’s IPO. The Company’s indemnification and contribution obligations to Credit Suisse under the underwriting agreement dated December 14, 2021 and the engagement letters survived such termination.

Additionally, during 2023, the Company entered into non-interest bearing unsecured loans with an affiliate of the Sponsor in the aggregate principal amount of up to $3,450,000 (the “Loans”) to provide additional non-interest bearing working capital and fund monthly trust account contributions. The Loans were due and payable upon the earlier of consummation of a business combination or the effective date of the Company’s winding up, and were repayable only from funds held outside the trust account if no business combination was consummated by the extended deadline.

On December 5, 2023, the Company held an extraordinary general meeting at which shareholders approved a proposal to extend the deadline to complete an initial business combination from December 17, 2023 to June 17, 2024. In connection with the extension, 7,460,372 of the 19,005,667 outstanding public shares were redeemed at approximately $11.00 per share, leaving 11,545,295 public shares outstanding and approximately $127.0 million in the trust account. The Sponsor agreed to contribute monthly to the trust account the lesser of $150,000 or $0.02 per non-redeemed public share for each monthly period during the extension until the earlier of the completion of an initial business combination or the end of the extension period.

On December 22, 2023 (effected January 2, 2024), the initial shareholders voluntarily converted 8,624,999 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. All terms and conditions applicable to the Class B ordinary shares, including voting agreements, transfer restrictions, and waiver of rights to the trust account, continued to apply to the converted shares. Following the conversion, there were 20,170,294 Class A ordinary shares outstanding (11,545,295 held by public shareholders and 8,624,999 held by the initial shareholders) and one Class B ordinary share outstanding held by the Sponsor. The conversion had no effect on aggregate voting power or the votes required to approve proposals in connection with the Business Combination.

On May 21, 2024 shareholders approved an extension of the Business Combination deadline from June 17, 2024, to December 17, 2024. In connection with this vote, 2,159,610 Class A shares were redeemed for approximately $24.4 million.

The Company filed an application to trade its Class A ordinary shares, units, and warrants on the OTCQB Market under the symbols “IVCBF,” “IVCUF,” and “IVCWF,” respectively.

Termination of the Business Combination Agreement

On September 24, 2024, the Special Committee of the Board of Directors of the Company determined, in good faith after consultation with its outside counsel and other advisors, that the consummation of the Transactions following the Divestiture Closing was not advisable, fair to, or in the best interests of the Company and the Company’s shareholders (other than the Sponsor) in accordance with the Companies Act (as revised) of the Cayman Islands. Accordingly, the Company terminated the Business Combination Agreement effective as of September 24, 2024 pursuant to Section 12.1(h) thereof. Under the terms of the Business Combination Agreement, the Company was entitled to a termination amount (“Termination Payment”) of $30.0 million. The $30.0 million termination amount was satisfied through a combination of transactions, including (i) the payment of the Orca Midco promissory note totaling approximately $9.3 million, consisting of approximately $7.8 million of specified transaction expenses, approximately $1.2 million of transaction expenses, and approximately $0.3 million of accrued interest; (ii) approximately $10.3 million of proceeds released from the divestiture escrow account on September 26, 2024; and (iii) a novation and payment arrangement totaling approximately $10.4 million, comprised of the assignment of approximately $6.9 million of outstanding Investcorp Funding loans to Orca Midco Limited and a cash payment of approximately $3.5 million, together satisfying the remaining outstanding portion of the termination amount.

Pro Rata Distribution of the Termination Payment

On October 22, 2024, the Company’s Board of Directors declared a distribution of the net amount of the Termination Payment after satisfaction of the Company’s liabilities pro rata to all holders of Class A ordinary shares, equal to $0.60 per Class A ordinary share, paid on November 12, 2024 to shareholders of record at the close of business on November 4, 2024. The pro rata distribution of the net amount of the Termination Payment had no impact on the rights of holders of the Class A ordinary shares, including with regard to liquidation rights or redemption of the trust account.

Change of Control

On December 16, 2024, the Company’s original sponsor, Europe Acquisition Holdings Limited, and its directors (the “Sellers”) entered into a Purchase Agreement with Samara Special Opportunities (the “Acquirer”), a Cayman Islands exempted company, pursuant to which the Acquirer purchased 6,037,499 Class A ordinary shares, one Class B ordinary share, and 11,690,000 private placement warrants for an aggregate purchase price of $1.00. In connection with the closing of the Purchase Agreement on December 23, 2024, Baroness Ruby McGregor-Smith (CEO), Craig Sinfield-Hain (CFO and Chairman), and Alptekin Diler (CIO) resigned from their respective positions, and Vikas Mittal, the sole director of the Acquirer and Managing Member of Meteora Capital, LLC, was appointed as CEO, CFO, and sole director of the Company. Following redemptions, Mr. Mittal may be deemed to beneficially own approximately 91.2% of the Company’s issued and outstanding ordinary shares. As of December 31, 2024, there were no amounts outstanding under any working capital loans from the sponsor.

December 2024 Extension and Nasdaq Delisting

On December 17, 2024, shareholders approved an extension of the deadline to consummate a business combination to December 17, 2025. In connection with the meeting, holders of 7,360,165 Class A ordinary shares exercised redemption rights. Also on December 17, 2024, the Company received notice from the Nasdaq Listing Qualifications Department that its securities would be delisted for failure to complete an initial business combination within 36 months of its IPO. Trading on Nasdaq was suspended at the opening of business on December 24, 2024. The Company subsequently filed an application to trade its Class A ordinary shares, units, and warrants on the OTCQB Market under the symbols “IVCBF,” “IVCUF,” and “IVCWF,” respectively.

December 2025 Extension and Name Change

On December 12, 2025, shareholders approved the name change to Invest Acquisition Corporation and approved an extension of the deadline to consummate a business combination to December 17, 2027. In connection with the meeting, holders of 18,226 Class A ordinary shares exercised redemption rights.

September 2026 Extension

On September 24, 2026, shareholders approved an extension of the deadline to consummate a business combination to December 17, 2029. In connection with the meeting, holders of 1,801,349 Class A ordinary shares exercised redemption rights.

Business Combination Criteria

The Company seeks to identify and consummate a business combination with one or more businesses that the Company’s management believes will create value for shareholders. In evaluating prospective targets, management considers, among other factors, the target’s growth potential, competitive position, management quality, cash flow characteristics, and readiness to operate as a public company. These criteria are not exhaustive, and management may determine to pursue a business combination with a target that does not meet all of the foregoing criteria. In the event the Company enters into a business combination with a target that does not meet the criteria described herein, such determination will be disclosed in the proxy solicitation or tender offer materials filed with the SEC in connection with the business combination.

Our Business Combination Process

The Company has until December 17, 2029 to consummate an initial business combination. In evaluating prospective target businesses, management conducts due diligence that may include meetings with incumbent management and employees, document reviews, customer and supplier interviews, facility inspections, and review of financial and other information. The Company’s due diligence processes and evaluation criteria are not intended to be exhaustive, and management may consider additional factors it deems relevant.

The Company’s amended and restated memorandum and articles of association require that any initial business combination have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding deferred underwriting commissions) at the time of signing a definitive agreement. The board of directors will determine the fair market value of any proposed business combination. If the board is unable to independently make such determination, the Company will obtain an opinion from an independent investment banking or valuation firm. Any initial business combination must be approved by a majority of the Company’s shareholders entitled to vote and by the board of directors in accordance with Cayman Islands law and the Company’s governing documents.

The Company is not listed on a national securities exchange and is not subject to exchange-mandated requirements, including independent director approval of business combinations or pre-approval requirements for transactions involving targets whose auditors are not subject to PCAOB inspection. If the Company proposes a business combination with such a target, it will disclose this limitation and associated risks in materials provided to shareholders.

The Company anticipates structuring its initial business combination so that the post-transaction company owns or acquires 100% of the equity interests or assets of the target business. However, the Company may structure a business combination to acquire less than 100% of such interests, provided the post-transaction company owns at least 50% of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient to avoid registration under the Investment Company Act. The Company’s shareholders prior to the business combination may collectively own a minority interest in the post-transaction company depending on the valuations ascribed to the target and the Company. If less than 100% of a target is acquired, the portion acquired will be used for purposes of the 80% net assets test. If the business combination involves multiple targets, the test will be applied on an aggregate basis.

The time and costs required to identify, evaluate, and complete an initial business combination are not currently ascertainable. If the Company does not complete a particular business combination, costs incurred will reduce funds available for other combinations.

The Company’s officers and directors may have interests in other business ventures and are not required to commit any specified amount of time to the Company’s affairs, which may create conflicts of interest in allocating time and identifying business combination opportunities.

The Company is not prohibited from pursuing an initial business combination with a company that is affiliated with its sponsor, officers, or directors, or completing a business combination through a joint venture or other form of shared ownership with the sponsor, officers, or directors. In the event the Company seeks to complete an initial business combination with a company affiliated with its sponsor, officers, or directors, the Company will obtain an opinion from an independent investment banking firm that is a member of FINRA that such business combination is fair to the Company from a financial point of view.

Unless the Company completes an initial business combination with an affiliated entity, or its sole director cannot independently determine the fair market value of the target business, the Company is not required to obtain a fairness opinion from an independent investment banking firm, valuation firm, or independent accounting firm. If no opinion is obtained, shareholders will be relying on the business judgment of the Company’s sole director, who will have significant discretion in choosing the valuation standard used to establish fair market value. Such standards will be disclosed in the tender offer documents or proxy solicitation materials filed in connection with the initial business combination.

The Company’s sole officer and director owns founder shares and private placement warrants, directly or indirectly, and accordingly may have a conflict of interest in determining whether a particular target business is appropriate for an initial business combination. The founder shares would be worthless if the Company did not complete an initial business combination, and were acquired at a nominal cost relative to the $10.00 per unit IPO price, which could result in a substantial profit even if public investors experienced losses. The sole officer and director has fiduciary and contractual obligations to other entities, including Investcorp and its affiliates, pursuant to which he may be required to present acquisition opportunities to such entities before presenting them to the Company. The Company’s amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law, the sole officer and director has no duty to refrain from engaging in the same or similar business activities as the Company, and the Company renounced any interest in corporate opportunities that may arise. The sole officer and director is not required to commit any specified amount of time to the Company’s affairs and may have conflicts in allocating time among various business activities.

Registration and Reporting Obligations

The Company has filed a Registration Statement on Form 8-A with the SEC to voluntarily register its securities under Section 12 of the Exchange Act and is subject to the rules and regulations promulgated thereunder. The Company has no current intention of filing a Form 15 to suspend its reporting obligations prior to or following consummation of an initial business combination.

Emerging Growth Company and Smaller Reporting Company Status

The Company is an “emerging growth company” as defined in the JOBS Act. The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which total annual gross revenue is at least $1.235 billion, or (c) in which the Company is deemed a large accelerated filer, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The Company is also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K and will remain so for each fiscal year in which (1) the market value of ordinary shares held by non-affiliates is less than $250 million as of the end of the second fiscal quarter, or (2) annual revenues are less than $100 million and such market value is less than $700 million.

Effecting Our Initial Business Combination

The Company’s amended and restated memorandum and articles of association require that any initial business combination have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding deferred underwriting commissions) at the time of signing a definitive agreement. The Company’s sole director will determine fair market value; if unable to do so independently, the Company will obtain an opinion from an independent investment banking or valuation firm.

The Company intends to effectuate its initial business combination using cash from trust, shares issued to target owners, debt, or a combination thereof. The Company may seek additional financing through private offerings of debt or equity securities in connection with a business combination and would expect to complete such financing simultaneously with closing. There is no limitation on the Company’s ability to raise funds through equity, equity-linked securities, or debt in connection with a business combination. As of the date of this report, the Company is not party to any arrangement with any third party with respect to raising additional funds, and no sponsor, officer, director, or shareholder is required to provide financing.

If not all funds released from the trust account are used for consideration or redemptions, the Company may use the balance for general corporate purposes, including operations, debt service, acquisitions, or working capital.

Shareholder Approval and Redemption

The Company may conduct redemptions without a shareholder vote pursuant to the SEC’s tender offer rules, subject to the provisions of its governing documents. The Company will seek shareholder approval if required by the Companies Act (as revised) of the Cayman Islands, its governing documents, applicable SEC rules, or if it determines shareholder approval is appropriate for business or other reasons.

As an OTC-quoted company, the Company is not subject to national securities exchange listing standards. Exchange-mandated shareholder approval requirements, including those applicable to transactions involving the issuance of 20% or more of outstanding shares, officer/director conflicts, or changes of control, do not apply. The Company’s obligations to obtain shareholder approval are governed solely by Cayman Islands law and its governing documents. Shareholders do not have the protections that exchange listing standards would otherwise provide.

Permitted Purchases of Securities

If the Company seeks shareholder approval of a business combination and does not conduct redemptions pursuant to tender offer rules, the sponsor, directors, officers, advisors, or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market prior to or following completion of a business combination, subject to compliance with applicable law and OTC rules. There is no limit on the number of securities that may be purchased, though no current commitments, plans, or intentions to engage in such transactions exist. No trust account funds will be used for such purchases, and no purchases will be made while in possession of material non-public information or in violation of Regulation M.

Such purchases could serve to satisfy minimum net worth or cash closing conditions in a business combination agreement, reduce the number of outstanding public warrants, or facilitate a business combination that might not otherwise be completed. Such purchases may reduce the public float and number of beneficial holders, which may make it difficult to maintain quotation or trading of the Company’s securities.

To the extent the sponsor, officers, directors, or their affiliates enter into private purchases, they would contact only shareholders who have expressed an election to redeem or vote against the business combination, provided such shares have not already been voted. No purchases will be made in violation of Section 9(a)(2) or Rule 10b-5 of the Exchange Act, and all purchases will be reported pursuant to Sections 13 and 16 of the Exchange Act to the extent applicable.

As of the date of this report, no agreements for private purchases of public shares have been entered into. In connection with any such purchases: (i) the sponsor or its affiliates will purchase public shares at a price no higher than the redemption price; (ii) such purchased shares will not be voted in favor of the business combination; and (iii) the sponsor and its affiliates have waived redemption rights on such shares. Prior to any extraordinary general meeting to approve a business combination, the Company will disclose in a Form 8-K the amount and price of shares purchased outside the redemption offer, the purpose and impact of such purchases on the likelihood of approval, the identities or nature of selling shareholders, and the number of shares for which redemption requests have been received.

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

The Company’s public shareholders may redeem all or a portion of their Class A ordinary shares upon completion of an initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to consummation, including interest earned and not previously released for taxes, divided by the number of then-outstanding public shares. As of September 23, 2026, approximately $24.7 million was held in the trust account, or approximately $12.31 per share. The per-share redemption amount will not be reduced by deferred underwriting commissions. The Company’s sponsor, officers, and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares held in connection with the completion of an initial business combination.

Limitations on Redemptions

A proposed initial business combination may require minimum cash amounts for consideration payable to the target, working capital, or other conditions. If the aggregate amount required to fund redemptions plus any cash conditions of the proposed business combination exceeds available cash, the Company will not complete the business combination or redeem any shares, and all shares submitted for redemption will be returned to holders. The Company may raise additional funds through equity-linked securities or debt to satisfy such requirements.

Redemption of Public Shares in Connection with a Business Combination

The Company’s public shareholders may redeem all or a portion of their Class A ordinary shares upon completion of an initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision whether to seek shareholder approval or conduct a tender offer will be made by the Company in its sole discretion based on factors including timing and whether the terms of the transaction require shareholder approval under applicable law or the Company’s governing documents.

The requirement to provide public shareholders with the opportunity to redeem by one of these methods is contained in the Company’s amended and restated memorandum and articles of association. Such provisions may be amended by special resolution (the affirmative vote of shareholders holding not less than two-thirds of the shares voted) or unanimous written resolution, provided the Company offers redemption in connection with such amendment.

If Shareholder Approval Is Sought

If the Company seeks shareholder approval, it will conduct redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act and file proxy materials with the SEC. The Company will complete the business combination only upon obtaining an ordinary resolution under Cayman Islands law (the affirmative vote of a majority of shares voted at a quorate meeting or unanimous written resolution). A quorum requires holders of a majority of issued and outstanding shares entitled to vote to be represented in person or by proxy. The Company’s sponsor, officers, and directors have agreed to vote their founder shares, private placement shares, and any public shares purchased during or after the IPO in favor of the initial business combination. If the business combination is structured as a statutory merger or consolidation under Cayman Islands law, approval will require a special resolution (two-thirds of shares voted). Each public shareholder may elect to redeem regardless of whether they vote for or against the proposed transaction or were a shareholder on the record date.

If Shareholder Approval Is Not Sought

If a shareholder vote is not required, the Company will conduct redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act and file tender offer documents containing substantially the same information as would be required under Regulation 14A. The tender offer will remain open for at least 20 business days and will be conditioned on public shareholders not tendering more than the number of shares the Company is permitted to redeem. If excess shares are tendered, the Company will withdraw the tender offer and not complete the business combination. Upon public announcement of a business combination conducted pursuant to tender offer rules, any Rule 10b5-1 plan to purchase Class A ordinary shares will be terminated to comply with Rule 14e-5.

Share Delivery Requirements

Public shareholders seeking to exercise redemption rights must deliver their share certificates to the Company’s transfer agent or deliver shares electronically using the DTC’s DWAC system prior to the date specified in the proxy materials or tender offer documents. If redemptions are conducted in connection with a shareholder vote, holders must also submit a written redemption request to the transfer agent two business days prior to the scheduled vote identifying the beneficial owner. If a proposed business combination is not approved, certificates or shares will be promptly returned.

Redemption of Public Shares and Liquidation If No Initial Business Combination

The Company’s amended and restated memorandum and articles of association provide that the Company has until December 17, 2029 (the “Extension Period”) to complete an initial business combination. If the Company does not complete a business combination within the Extension Period, it will: (i) cease all operations except for winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned (less taxes payable and up to $100,000 of interest for dissolution expenses), divided by the number of then-outstanding public shares, which will extinguish public shareholders’ rights as shareholders; and (iii) liquidate and dissolve, subject to obligations under Cayman Islands law to provide for claims of creditors. Warrants will expire worthless if the Company fails to complete a business combination within the Extension Period.

As of September 23, 2026, the per-share redemption amount was approximately $12.31 based on approximately $24.7 million held in the trust account. The actual per-share amount received by shareholders may be less than this amount due to creditor claims or other factors described below.

Sponsor and Insider Agreements

The Company’s sponsor, officers, and directors have waived their rights to liquidating distributions from the trust account with respect to founder shares if the Company fails to complete a business combination within the Extension Period, though they are entitled to liquidating distributions on any public shares they hold. They have also agreed not to propose amendments to the governing documents that would modify the substance or timing of the Company’s redemption obligations or other material shareholder protections unless public shareholders are offered redemption in connection with such amendment.

Trust Account Protections and Creditor Claims

The Company seeks to have all vendors, service providers, and prospective target businesses execute agreements waiving claims to trust account funds. However, there is no guarantee such waivers will be obtained or enforced. CBIZ CPAs P.C., the Company’s independent registered public accounting firm, has not executed such a waiver.

The Company’s sponsor has agreed to indemnify the trust account if third-party claims reduce trust funds below the lesser of (i) $10.20 per public share or (ii) the actual per-share amount held in trust as of the date of liquidation, less taxes payable. This indemnity does not apply to claims by parties that executed trust waivers or to claims under the Company’s indemnity of IPO underwriters. The Company has not verified whether the sponsor has sufficient funds to satisfy these obligations, and the sponsor’s assets are believed to consist primarily of securities of the Company. In the event the sponsor is unable to satisfy its indemnification obligations, the Company’s sole director would determine whether to take legal action to enforce such obligations. Accordingly, if creditor claims deplete the trust account, the per-share redemption amount could be less than $10.20.

Dissolution Costs

Costs associated with dissolution are expected to be funded from proceeds held outside the trust account. If such funds are insufficient, the Company may use up to $100,000 of accrued trust account interest to cover dissolution expenses.

Bankruptcy Considerations

If a bankruptcy or insolvency petition is filed by or against the Company, trust account proceeds could be included in the bankruptcy estate and subject to third-party claims with priority over shareholders. Distributions received by shareholders could be challenged as preferential transfers or fraudulent conveyances under applicable law.

Shareholders’ Access to Trust Funds

Public shareholders are entitled to receive funds from the trust account only upon: (i) redemption of public shares if the Company does not complete a business combination within the Extension Period; (ii) redemption in connection with a shareholder vote to amend governing documents relating to redemption obligations or other material shareholder protections; or (iii) redemption upon completion of an initial business combination. Voting on a business combination alone does not trigger redemption; shareholders must separately exercise their redemption rights.

Amended and Restated Memorandum and Articles of Association

The business combination provisions of the Company’s amended and restated memorandum and articles of association require approval by special resolution to amend. Under Cayman Islands law, a special resolution requires the affirmative vote of shareholders holding not less than two-thirds of the shares voted at a quorate general meeting, or a unanimous written resolution of all shareholders.

The governing documents provide, among other things, that:

The Company views these provisions as binding obligations to shareholders and will not take action to amend or waive them without providing dissenting shareholders the opportunity to redeem.

Conflicts of Interest

Under Cayman Islands law, directors owe fiduciary duties to act in good faith in the best interests of the company, exercise powers for proper purposes, avoid conflicts between personal interests and duties to the company, act fairly among shareholders, and exercise independent judgment. Directors also owe a duty of care requiring them to act as a reasonably diligent person with the general knowledge, skill, and experience relevant to the role.

The Company’s sole officer and director may have fiduciary or contractual obligations to other entities, including other special purpose acquisition companies, and may present business combination opportunities to such entities rather than the Company if required by such obligations, subject to fiduciary duties under Cayman Islands law. The Company’s governing documents provide that the Company renounces its interest in any corporate opportunity offered to any director or officer unless expressly offered solely in his capacity as director or officer and the Company is able to complete the opportunity on a reasonable basis.

The Company’s sole officer and director is not required to commit full time to the Company’s affairs, which may result in conflicts in allocating time between the Company and other business activities.

The Company’s sponsor, officers, and directors have agreed to vote their founder shares and any shares purchased during or after the IPO in favor of the initial business combination. They have also waived redemption rights on founder shares and rights to liquidating distributions from the trust account if no business combination is completed within the Extension Period.

In connection with the original IPO, certain lock-up restrictions were imposed on founder shares, providing that such shares are not transferable until the earlier of (i) one year after completion of an initial business combination or (ii) the date of a subsequent liquidation, merger, or similar transaction. The private placement warrants are not transferable until 30 days following completion of an initial business combination. Because the Company’s sole officer and director owns ordinary shares and warrants directly or indirectly, he may have a conflict of interest in evaluating potential business combinations.

The Company is not prohibited from pursuing a business combination with a company affiliated with its sponsor, officer, or director. In such event, the Company will obtain a fairness opinion from an independent FINRA-member investment banking firm. No finder’s fee, consulting fee, or other compensation will be paid by the Company to the sponsor or any officer or director for services rendered in connection with the completion of an initial business combination.

Facilities

The Company utilizes office space at 9th Floor, 60 Nexus Way, Camana Bay, P.O. Box 190, George Town, Grand Cayman, Cayman Islands KY1-1104 as its executive offices. The Company considers its current office space adequate for current operations.

Employees

The Company currently has one officer who serves as CEO and CFO, who is not obligated to devote any specific number of hours to the Company’s affairs but intends to devote such time as deemed necessary until completion of an initial business combination.

Periodic Reporting and Financial Information

The Company’s securities are registered under the Exchange Act, and the Company is subject to periodic reporting obligations, including the filing of annual, quarterly, and current reports with the SEC containing financial statements audited by the Company’s independent registered public accounting firm.

In connection with any proposed business combination, the Company will provide shareholders with audited financial statements of the prospective target business prepared in accordance with, or reconciled to, GAAP or IFRS, as applicable, and which may be required to be audited in accordance with PCAOB standards. These requirements may limit the pool of potential target businesses or affect the timing of a business combination.

The Company is required to evaluate its internal control procedures as required by the Sarbanes-Oxley Act. As an emerging growth company, the Company is not required to have its internal controls audited until it becomes a large accelerated filer or an accelerated filer and no longer qualifies as an emerging growth company.

Cayman Islands Tax Status

The Company is a Cayman Islands exempted company and has received a tax exemption undertaking from the Cayman Islands government, effective for 30 years from April 6, 2021, providing that no Cayman Islands law imposing tax on profits, income, gains, or appreciations will apply to the Company or its operations, and no estate duty, inheritance tax, or withholding tax will be payable on the Company’s shares, debentures, or other obligations.

Emerging Growth Company and Smaller Reporting Company Status

The Company is an “emerging growth company” as defined in the JOBS Act. As such, the Company is eligible for certain exemptions from reporting requirements applicable to other public companies, including exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced executive compensation disclosure obligations, and exemptions from non-binding advisory votes on executive compensation. The Company intends to take advantage of the extended transition period for adopting new or revised accounting standards available to emerging growth companies under Section 7(a)(2)(B) of the Securities Act.

The Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the IPO, (b) in which total annual gross revenue is at least $1.235 billion, or (c) in which the Company is deemed a large accelerated filer, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The Company is also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, providing certain reduced disclosure obligations including two years of audited financial statements. The Company will remain a smaller reporting company for each fiscal year in which (1) the market value of ordinary shares held by non-affiliates is less than $250 million as of the end of the second fiscal quarter, or (2) annual revenues are less than $100 million and such market value is less than $700 million.

Legal Proceedings

There is no material litigation, arbitration, or governmental proceeding currently pending against the Company or any member of its management team in their capacity as such, and neither the Company nor its management team has been subject to any such proceeding in the 12 months preceding the date of this report.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this report before making a decision to purchase our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. These risks are more fully described in the section titled “Risk Factors” immediately following this risk factors summary. These risks include, among others, the following:

Risks Relating to our Search for, Consummation of, or Ability to Consummate,

a Business Combination and Post-Business Combination Risks

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we did not commence operations until obtaining funding through the IPO. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of the public shareholders’ investment in us, such shareholders were not provided with an opportunity to evaluate the specific merits or risks of our initial business combination. The only opportunity for such shareholders to effect an investment decision regarding our initial business combination is to exercise redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

Our securities have been delisted from Nasdaq, which may adversely affect the liquidity and trading price of our securities.

On December 17, 2024, we received notice from Nasdaq that our securities would be delisted due to our failure to complete an initial business combination within 36 months of our IPO registration. Trading on Nasdaq was suspended on December 24, 2024. We have applied to trade on the OTCQB Market, but trading on OTC markets is generally less liquid than on national securities exchanges, which may result in wider bid-ask spreads, reduced trading volumes, and difficulty for shareholders to buy or sell our securities at desired prices. The delisting may also negatively impact our ability to complete a business combination, as potential targets may view the lack of a national exchange listing unfavorably.

The termination of the Business Combination Agreement with Orca may affect our ability to complete an initial business combination before our deadline.

On September 24, 2024, we terminated the Business Combination Agreement with Orca and its affiliates. While we are actively seeking alternative business combination opportunities, there can be no assurance that we will identify a suitable target or complete a business combination before our extended deadline of December 17, 2029. The time and resources spent on the terminated Orca transaction may have reduced our ability to pursue other opportunities, and the market may view the termination negatively.

The change in our sponsor and management team may create uncertainty and affect our ability to complete a business combination.

In December 2024, our original sponsor sold substantially all of its interests to Samara Special Opportunities, and our CEO, CFO, and CIO all resigned, with Vikas Mittal being appointed as our new CEO, CFO, and a director. This change in control and management introduces uncertainty regarding the Company’s strategic direction and may affect relationships with potential business combination targets, service providers, and shareholders. The new management team may have different investment criteria, target industries, or strategies than the prior team.

Significant shareholder redemptions have substantially reduced trust account funds available for a business combination.

In connection with shareholder votes during 2024, substantial numbers of shares were redeemed: 2,159,610 shares in May 2024 and 7,360,165 shares in December 2024, and 18,226 shares in December 2025. These redemptions have significantly reduced the funds available in our trust account for use in connection with a business combination, which may limit the size, scope, or attractiveness of potential targets willing to combine with us and may make it more difficult to satisfy minimum cash conditions in any business combination agreement.

Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.

Inflation and rising interest rates in the United States and globally may increase price volatility for publicly traded securities and create broader economic disruptions that could make it more difficult for the Company to complete an initial business combination.

Our search for a business combination, and any target business with which we may ultimately consummate a business combination, may be materially adversely affected by the geopolitical conditions and the status of debt and equity markets, as well as protectionist legislation in our target markets.

The Company’s search for a business combination, and any target business with which it may ultimately consummate a business combination, may be materially adversely affected by geopolitical conditions, macroeconomic uncertainty, and the status of debt and equity markets. Ongoing geopolitical tensions, including the conflict in Ukraine, instability in the Middle East, and evolving trade and sanctions policies, have contributed to volatility in commodity prices, credit and capital markets, and global supply chains. Any negative impact on the global economy or capital markets resulting from these or other geopolitical developments could adversely affect the Company’s ability to consummate a business combination or the operations of a target business with which it seeks to combine.

If we seek shareholder approval of our initial business combination, our Sponsor, together with Affiliates and certain Director and management, have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

The Company’s sponsor beneficially owns approximately 91.2% of the issued and outstanding ordinary shares. The Company’s amended and restated memorandum and articles of association provide that an initial business combination (other than a statutory merger or consolidation) requires an ordinary resolution under Cayman Islands law — the affirmative vote of a majority of shares voted at a quorate meeting or unanimous written resolution. Given the sponsor’s ownership percentage, no additional public shares would need to be voted in favor of a proposed business combination for it to be approved, assuming all outstanding shares are voted. If only the minimum number of shares representing a quorum are voted, the business combination could be approved without the vote of any public shareholders. The sponsor’s agreement to vote in favor of any proposed initial business combination substantially increases the likelihood of receiving requisite shareholder approval.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

The Company may enter into a business combination agreement containing minimum cash closing conditions. If too many public shareholders exercise redemption rights, the Company may be unable to meet such conditions and would not proceed with the business combination. Prospective targets will be aware of these risks and may be reluctant to enter into a business combination with the Company. Given the substantial redemptions that have already occurred, with approximately $24.5 million remaining in trust as of May 8, 2026, this risk is heightened.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

The Company cannot predict how many public shareholders will exercise redemption rights. If a business combination agreement requires minimum cash at closing, the Company may need to reserve trust funds or arrange third-party financing. If more shares are submitted for redemption than expected, the Company may need to restructure the transaction or raise additional financing, which may involve dilutive equity issuances or indebtedness at undesirable levels. These considerations may limit the Company’s ability to complete the most desirable business combination or optimize its capital structure.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If a business combination agreement requires the use of trust funds for purchase price or minimum cash closing conditions and the Company is unable to satisfy those conditions, the business combination would be unsuccessful. In that event, public shareholders would not receive their pro rata portion of the trust account until liquidation. Shareholders seeking immediate liquidity could attempt to sell in the open market; however, shares may trade at a discount to the per-share trust value. Given the Company’s current OTC trading status, liquidity may be further limited.

The requirement that we complete our initial business combination within the Extension Period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Potential target businesses will be aware that the Company must complete a business combination by December 17, 2029, which may give targets negotiating leverage, particularly as the deadline approaches. The Company may also have limited time to conduct due diligence and may enter into a business combination on terms it would have rejected upon more comprehensive investigation.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

The Company competes with other SPACs, private equity firms, strategic acquirers, and other entities seeking to complete business combinations or acquisitions. While the number of active SPACs has declined from peak levels, competition for attractive targets with strong fundamentals remains significant. Potential targets may demand improved financial terms or prefer counterparties with greater resources, established operating histories, or national exchange listings. The Company’s limited trust balance, OTC trading status, and single-officer management structure may place it at a competitive disadvantage relative to other acquirers. These factors could increase the cost of, delay, or frustrate the Company’s ability to find and consummate a business combination on favorable terms.

We may not be able to complete our initial business combination within the Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

The Company may not be able to identify a suitable target or complete an initial business combination by December 17, 2029. The Company’s ability to do so may be negatively impacted by general market conditions, volatility in capital and debt markets, geopolitical events, natural disasters, public health emergencies, or other risks described herein. If the Company does not complete a business combination within the Extension Period, it will cease all operations except for winding up, redeem all public shares at the then-applicable per-share trust value (which was approximately $12.31 per share as of September 23, 2026, but may be higher or lower at the time of liquidation depending on interest earned and taxes payable), and liquidate and dissolve, subject to obligations under Cayman Islands law to provide for claims of creditors. In such event, warrants will expire worthless.

If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

If the Company seeks shareholder approval of a business combination and does not conduct redemptions pursuant to tender offer rules, the Company’s sponsor, directors, officers, advisors, or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market, subject to compliance with applicable law. There is no limit on the number of securities that may be purchased, though no current commitments, plans, or intentions to engage in such transactions exist and no terms have been formulated. No trust account funds will be used for such purchases.

Such purchases could include contractual acknowledgments that the purchasing shareholder agrees not to exercise redemption rights. If shares are purchased from shareholders who have already elected to redeem or submitted proxies against the business combination, such sellers would be required to revoke their prior elections. The purpose of such purchases could be to satisfy minimum cash or net worth closing conditions or to reduce the number of outstanding public warrants. Such purchases may result in the completion of a business combination that might not otherwise have been possible and will be reported pursuant to Sections 13 and 16 of the Exchange Act to the extent applicable.

Such purchases may also reduce the public float and number of beneficial holders, which could make it difficult to maintain the quotation or trading of the Company’s securities on the OTC market.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

The Company will comply with applicable proxy or tender offer rules when conducting redemptions. However, if a shareholder fails to receive proxy materials or tender offer documents, or fails to comply with the procedures described therein — including delivering share certificates or shares electronically to the transfer agent and submitting a written redemption request by the applicable deadlines — such shares may not be redeemed.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Public shareholders are entitled to receive funds from the trust account only upon: (i) redemption of shares in connection with a completed initial business combination; (ii) redemption in connection with a shareholder vote to amend the Company’s governing documents regarding the substance or timing of redemption obligations or other material shareholder protections; or (iii) redemption if the Company does not complete a business combination within the Extension Period. In no other circumstances will a public shareholder have any right or interest in the trust account. Warrant holders have no right to trust account proceeds. Accordingly, shareholders seeking to liquidate their investment may be forced to sell their shares or warrants in the open market, potentially at a loss.

Trading Market and Corporate Governance Standards

On December 17, 2024, the Company received notice from Nasdaq that its securities would be delisted due to failure to complete an initial business combination within 36 months of the IPO. Trading on Nasdaq was suspended on December 24, 2024. The Company’s Class A ordinary shares, units, and warrants were subsequently admitted to quotation on the OTCQB Market under the symbols “IVCBF,” “IVCUF,” and “IVCWF,” respectively. There is no assurance that a broker will continue to make a market in the Company’s securities or that trading activity will continue on the OTC market.

Absence of Exchange-Mandated Governance Requirements

The Company’s securities are quoted on the OTC market and are not listed on a national securities exchange. As a result, the Company is not subject to exchange-mandated corporate governance requirements applicable to listed companies, including requirements to maintain a majority-independent board, establish independent audit, compensation, and nominating committees with written charters, obtain shareholder approval for equity compensation plans, significant securities issuances, and related party transactions, or comply with minimum shareholders’ equity, market value, and trading volume standards. Shareholders do not have the protection these governance standards would otherwise provide.

Only holders of the Company’s founder shares have the right to vote on the election of directors prior to the completion of an initial business combination As a result, holders of Class A ordinary shares do not have the ability to influence the composition of the Company’s Board of Directors.

Only holders of founder shares have the right to vote on the election of directors prior to the completion of an initial business combination. Holders of Class A ordinary shares do not have the ability to influence the composition of the Company’s board of directors. The Company’s sole director was appointed in connection with the December 2024 change of control and serves at the discretion of the founder share holders.

Current Governance Framework

Although the Company is not subject to exchange listing standards, it remains subject to the corporate governance requirements of the Exchange Act and SEC rules, including annual and periodic reporting obligations under Sections 13 and 15(d), proxy statement requirements under Section 14, beneficial ownership reporting under Section 16, requirements to maintain disclosure controls and procedures and internal control over financial reporting, and certification requirements under the Sarbanes-Oxley Act. The Company’s voluntary corporate governance practices and board structure are described under “Committees of the Board of Directors” above. Shareholders should understand that the protections provided by exchange listing standards, including requirements for independent board oversight, do not apply to the Company.

Our securities trade on the OTC market, which subjects investors to reduced liquidity, reduced information, and the absence of exchange-mandated corporate governance protections.

The Company’s securities are quoted on the OTCQB Market and are not listed on a national securities exchange. Trading on the OTC market is generally less liquid than on a national exchange, which may result in lower trading volumes, wider bid-ask spreads, greater price volatility, less analyst coverage, reduced visibility among institutional investors, and limited access to capital markets. These factors may adversely affect the market price of the Company’s securities and shareholders’ ability to buy or sell shares at desired prices.

If we seek shareholder approval of our initial business combination and accordingly we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

The Company’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate or person acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from redeeming more than an aggregate of 15% of the shares sold in the IPO without the Company’s prior consent (“Excess Shares”). This restriction does not limit a shareholder’s ability to vote all shares, including Excess Shares, for or against a proposed business combination. Shareholders holding Excess Shares will not receive redemption distributions on such shares and would be required to sell them in the open market, potentially at a loss.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

The Company faces significant competition from other SPACs, private equity firms, strategic acquirers, and other entities seeking acquisitions. Many competitors possess greater financial, technical, and human resources, established operating histories, and broader industry relationships. The Company’s limited trust balance of approximately $24.7 million, OTC trading status, single-officer management structure, and obligation to offer public shareholders redemption rights may place it at a competitive disadvantage in negotiating and completing a business combination. If the Company does not complete a business combination, public shareholders would receive only their pro rata portion of trust account funds and warrants would expire worthless.

Affiliates of our sponsor have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.

The Company’s sponsor, Samara Special Opportunities, and its affiliates, including Meteora Capital, LLC, may sponsor, manage, or invest in other entities that pursue acquisition opportunities or investment strategies that overlap with the Company’s objectives. The Company’s sole officer and director, Vikas Mittal, serves as Managing Member of Meteora Capital and may have obligations to present business combination opportunities to other entities before or instead of the Company. These conflicts may not be resolved in the Company’s favor, and suitable business combination opportunities may be presented to other entities.

Certain members of our management team may be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, and such activities may create conflicts of interest in making decisions on our behalf.

The Company’s sole officer and director, Vikas Mittal, serves as Managing Member of Meteora Capital, LLC and may hold positions with other entities that have investment objectives overlapping with the Company’s. These roles may create conflicts of interest in sourcing and evaluating business combination opportunities on behalf of the Company. Mr. Mittal is not required to commit any specified amount of time to the Company’s affairs and may allocate time and opportunities to other entities in which he has a financial interest. Such conflicts may not be resolved in the Company’s favor.

If the net proceeds of our IPO, the sale of the private placement warrants and the proceeds from the Loan not being held in the trust account are insufficient to allow us to operate until the Extension Period, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on additional loans from our sponsor or management team to fund our search and to complete our initial business combination.

The funds available to the Company outside of the trust account may not be sufficient to allow it to operate through the Extension Period. The Company expects to incur costs in pursuit of a business combination, including professional fees, regulatory filings, and due diligence expenses. As of December 31, 2024, all previously outstanding working capital loans from the original sponsor were forgiven in connection with the change of control, and no working capital loans are currently outstanding.

The Company’s sponsor and sole officer/director are not obligated to make loans or advances to the Company. If additional capital is needed, the Company would need to borrow from its sponsor, management, or third parties, or may be forced to liquidate. Any such advances would be repaid only from funds held outside the trust account or from funds released upon completion of a business combination. The Company does not expect third parties to provide such loans without a waiver of rights to trust account funds.

If the Company cannot obtain sufficient funding to continue operations and complete a business combination, it will be forced to cease operations and liquidate the trust account. In such event, public shareholders would receive the then-applicable per-share trust value (approximately $12.31 as of September 23, 2026), which may be reduced by creditor claims, and warrants would expire worthless.

Because our trust account is expected to contain approximately $12.31 per Class A ordinary share at the time of our initial business combination, our public shareholders may be more incentivized to redeem their public shares at the time of our initial business combination.

As of September 23, 2026, the trust account held approximately $12.31 per Class A ordinary share. To the extent the Company’s OTC trading price is below the per-share trust value, public shareholders have a financial incentive to redeem rather than hold their shares, which could further reduce the funds available for a business combination.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Even if the Company conducts thorough due diligence on a target business, it cannot assure that all material issues will be identified or that unforeseen risks will not arise following a business combination. The Company may be required to write down or write off assets, restructure operations, or incur impairment or other charges that could result in reported losses. While such charges may be non-cash, they could contribute to negative market perceptions, reduce the trading price of the Company’s securities, or cause violations of net worth or other covenants under debt instruments assumed or incurred in connection with the business combination. Shareholders who remain invested following a business combination could suffer a reduction in the value of their securities.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.

The Company seeks to have all vendors, service providers, and prospective target businesses execute agreements waiving claims to trust account funds. However, there is no guarantee such waivers will be obtained or, if obtained, that they will be enforceable. CBIZ CPAs P.C., the Company’s independent registered public accounting firm, has not executed such a waiver. Upon redemption of public shares, the Company will be required to provide for payment of creditor claims not previously waived that may be brought within 10 years following redemption.

The Company’s sponsor has agreed to indemnify the trust account if third-party claims reduce the per-share trust amount below the lesser of (i) $10.20 per public share or (ii) the actual per-share amount held in trust at the date of liquidation, less taxes payable. This indemnity does not apply to claims by parties that executed trust waivers or to claims under the Company’s indemnity of IPO underwriters. The Company has not verified whether the sponsor has sufficient funds to satisfy these obligations, and the sponsor’s assets are believed to consist primarily of securities of the Company. No officer or director will indemnify the Company for third-party claims.

Accordingly, if claims are successfully made against the trust account, the per-share redemption amount could be less than the approximately $12.31 currently held per share, and the Company may be unable to complete a business combination.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

If trust account funds are reduced below the sponsor’s indemnification threshold and the sponsor asserts it is unable to satisfy or has no obligations related to a particular claim, the Company would need to determine whether to take legal action to enforce the indemnification. The Company’s sole director, Vikas Mittal, is also the sole director of the sponsor entity, Samara Special Opportunities, creating a conflict of interest with respect to any decision to pursue enforcement action against the sponsor. The Company does not have independent directors who could evaluate such a decision free of conflicts. Accordingly, there can be no assurance that the sponsor’s indemnification obligations would be enforced, and the per-share trust amount available for distribution to public shareholders could be reduced below the indemnification threshold.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

The Company has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, the Company’s officers and directors have waived any right to trust account funds and will not seek recourse against the trust account. Accordingly, any indemnification can be satisfied only from funds outside the trust account or following consummation of a business combination. These indemnification obligations may discourage shareholder lawsuits for breach of fiduciary duty and reduce the likelihood of derivative litigation, even where such actions might benefit the Company and its shareholders. A shareholder’s investment may be adversely affected to the extent the Company pays settlement costs or damage awards pursuant to these provisions. The Company currently has one officer and director who benefits from these indemnification provisions.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after distributing trust account proceeds to public shareholders, the Company files a bankruptcy or insolvency petition, or an involuntary petition is filed and not dismissed, distributions received by shareholders could be viewed as preferential transfers or fraudulent conveyances under applicable law, and a bankruptcy court could seek to recover such amounts. In addition, the Company’s sole director could be viewed as having breached fiduciary duties to creditors by paying public shareholders from the trust account prior to addressing creditor claims, potentially exposing the Company and its director to claims for punitive damages.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If the Company files a bankruptcy or insolvency petition, or an involuntary petition is filed and not dismissed, prior to distributing trust account proceeds, such proceeds could be included in the bankruptcy estate and subject to third-party claims with priority over shareholder claims. To the extent bankruptcy claims deplete the trust account, the per-share redemption amount may be reduced.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

The Company is subject to SEC and other regulatory requirements. Compliance with applicable laws and regulations may be difficult, time-consuming, and costly, and changes in laws or their interpretation could materially adversely affect the Company’s business and ability to complete a business combination.

Investment Company Act risk

In January 2024, the SEC adopted final rules imposing additional disclosure requirements on SPAC transactions, updating guidance on the use of projections, and expanding the potential liability of SPAC transaction participants. While the final rules did not adopt a proposed safe harbor from investment company status for SPACs, the SEC provided guidance indicating that a SPAC’s duration, the nature of its assets and income, and its management activities are relevant factors in determining whether a SPAC may be deemed an investment company. The SEC indicated that the further a SPAC operates beyond 18 to 24 months from its IPO without completing a business combination, the greater the investment company concerns, depending on the overall facts and circumstances.

The Company’s IPO registration statement became effective on December 14, 2021, and the Company has not yet completed a business combination. The Company has operated beyond the 24-month period referenced in SEC guidance, which increases the risk that a claim could be made that the Company has been operating as an unregistered investment company. If the Company were deemed an investment company, it could be forced to liquidate, in which case shareholders would not realize the benefits of owning stock in a successor operating business and warrants would expire worthless.

To mitigate this risk, on December 14, 2023, the Company instructed its trustee, Continental Stock Transfer & Trust Company, to liquidate U.S. government treasury obligations previously held in the trust account and to hold all trust funds in an interest-bearing cash account. The Company and Continental entered into an amendment to the Investment Management Trust Agreement to permit this change.

If we do not consummate our initial business combination within the Extension Period, our public shareholders may be forced to wait beyond such to Extension Period before redemption from our trust account.

If the Company does not complete a business combination within the Extension Period, trust account proceeds will be used to redeem public shares in accordance with the Company’s governing documents and the Cayman Islands Companies Act. Compliance with applicable winding-up and liquidation procedures may cause delays beyond the Extension Period before redemption proceeds become available to shareholders. The Company has no obligation to return funds to shareholders prior to redemption or liquidation.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If the Company enters insolvent liquidation, distributions previously received by shareholders could be deemed unlawful payments if, immediately following such distribution, the Company was unable to pay its debts as they fall due or if the distribution was not made in compliance with the Company’s governing documents or Cayman Islands law. A liquidator could seek to recover such amounts from shareholders. The Company’s directors could be viewed as having breached fiduciary duties to creditors by paying shareholders from the trust account prior to addressing creditor claims. Under Cayman Islands law, directors and officers who knowingly and willfully authorize distributions from the share premium account while the Company is unable to pay its debts as they fall due may be subject to a fine of approximately $18,300 and imprisonment for up to five years.

Our Sponsor, together with Affiliates and certain Director, will control the appointment of our board of directors until consummation of our initial business combination and hold a substantial interest in us. As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

The Company’s sponsor controls the appointment of directors until consummation of an initial business combination and beneficially owns approximately 91.2% of outstanding ordinary shares. As a result, the sponsor will appoint all directors prior to a business combination and may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that public shareholders do not support.

We may not hold an annual general meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

Shareholder Meetings and Director Elections

The Company is not listed on a national securities exchange and is not required to hold annual shareholder meetings. Public shareholders may not have regular opportunities to engage with management or raise concerns directly with the Company’s director. Holders of Class A ordinary shares do not have the right to vote on director elections prior to an initial business combination; only holders of Class B ordinary shares may vote on director appointments. The Company remains subject to Exchange Act proxy requirements, and shareholders retain the right to submit proposals under Rule 14a-8, subject to applicable eligibility requirements.

Warrant Exercise and Registration Risk

The Company’s Class A ordinary shares are not currently listed on a national securities exchange and therefore may not satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act. As a result, the Company may, at its option, require warrant holders to exercise on a cashless basis in accordance with Section 3(a)(9) of the Securities Act rather than for cash. Cashless exercise would result in holders receiving fewer Class A ordinary shares than they would upon a cash exercise.

The Company has agreed to maintain a current prospectus relating to the Class A ordinary shares issuable upon warrant exercise, but cannot assure that it will be able to do so in all circumstances. If the shares issuable upon exercise are not registered or qualified under the Securities Act and applicable state securities laws, and no exemption is available, warrant holders will not be entitled to exercise their warrants, and such warrants may expire worthless. In no event will the Company be required to net cash settle any warrant.

There may be circumstances where an exemption from registration exists for the sponsor’s private placement warrants but not for public warrants. In such case, the sponsor could exercise its warrants and sell the underlying shares while public warrant holders could not. Additionally, the Company may redeem outstanding warrants even if the underlying shares cannot be registered or qualified under all applicable state securities laws, in which case holders may be unable to exercise prior to redemption.

You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.

Under the warrant agreement, holders may be required to exercise warrants on a cashless basis if: (i) the underlying shares are not registered under the Securities Act; (ii) the Company elects cashless exercise when its shares are not listed on a national securities exchange (which is currently the case); or (iii) the Company calls public warrants for redemption. Upon cashless exercise, the warrant holder would receive a number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing the product of the number of underlying shares multiplied by the excess of fair market value over the exercise price, by the fair market value, and (B) 0.361 shares per warrant. Fair market value is defined as the volume-weighted average price for the 10 trading days ending on the third trading day prior to notice of exercise or redemption. Cashless exercise results in fewer shares received than a cash exercise.

The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to a registration rights agreement, the Company’s initial shareholders and their permitted transferees may demand registration of the Class A ordinary shares issuable upon conversion of founder shares, and holders of private placement warrants and their permitted transferees may demand registration of the private placement warrants and underlying Class A ordinary shares. The Company bears the costs of registering these securities. The availability of a significant number of additional securities for trading may adversely affect the market price of the Company’s Class A ordinary shares. The existence of these registration rights may also make a business combination more costly, as target shareholders may seek additional equity or cash consideration to offset the anticipated dilutive effect of registered securities entering the market.

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

The Company’s efforts to identify a business combination target are not limited to a particular industry, sector, or geographic region. The Company’s governing documents prohibit a business combination with another blank check company or similar entity with nominal operations. To the extent the Company completes a business combination, it may be affected by risks inherent in the target’s business and operations, including risks associated with financially unstable businesses or entities lacking established records of revenue or earnings. The Company’s sole officer and director will endeavor to evaluate the risks inherent in a particular target, but there can be no assurance that all significant risk factors will be identified or that adequate time for due diligence will be available. Shareholders who remain invested following a business combination could suffer a reduction in the value of their securities.

Past performance by our management team, our sponsor and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.

Information regarding the Company’s management, sponsor, and their affiliates is presented for informational purposes only. Past experience and performance of the Company’s sole officer and director, the sponsor, and their respective affiliates and associated businesses is not indicative of the Company’s future performance or the results of any business combination. The market price of the Company’s securities may be influenced by factors beyond the Company’s control, and shareholders may experience losses.

The prior investment track records of our management team, our sponsor and their affiliates may not be available on publicly available sources or may be subject to confidentiality agreements.

The prior investment track record of the Company’s sole officer and director and the sponsor’s affiliates may include private transactions for which information is not publicly available or is subject to confidentiality restrictions. This may limit information available to investors and potential target businesses regarding management’s experience, which could adversely affect the Company’s ability to generate business combination opportunities.

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

The Company may pursue a business combination in an industry or sector outside its sole officer and director’s primary areas of experience. In such event, management may not be able to adequately evaluate all relevant risk factors, and the Company’s operational expertise may not be directly applicable to the acquired business. Shareholders who remain invested following such a business combination could suffer a reduction in the value of their securities.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

The Company has identified general criteria for evaluating prospective targets but may complete a business combination with a target that does not meet all such criteria. A business combination with a target that falls short of stated guidelines may be less successful than one with a target meeting all criteria. If the Company announces a business combination with a target that does not meet its guidelines, a greater number of shareholders may exercise redemption rights, making it more difficult to satisfy minimum cash closing conditions or obtain shareholder approval. If the Company does not complete a business combination, public shareholders would receive only their pro rata portion of trust account funds, which may be less than $12.31 per share in certain circumstances, and warrants would expire worthless.

We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. Such risks may include lack of a proven business model, limited historical financial data, volatile revenues or earnings, intense competition, and difficulty retaining key personnel.

With limited exceptions, we are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless the Company completes a business combination with an affiliated entity or its sole director cannot independently determine the fair market value of the target, the Company is not required to obtain a fairness opinion from an independent investment banking or valuation firm. In such case, shareholders will be relying on the judgment of the Company’s sole director, who has significant discretion in selecting the valuation standard used to determine fair market value. The standards used will be disclosed in proxy materials or tender offer documents filed in connection with the business combination.

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.

The Company’s amended and restated memorandum and articles of association authorize the issuance of up to 400,000,000 Class A ordinary shares, 40,000,000 Class B ordinary shares, and 1,000,000 preference shares, each with a par value of $0.0001 per share. As of December 31, 2024, there were 389,367,707 and 39,999,999 authorized but unissued Class A and Class B ordinary shares, respectively. No preference shares are issued or outstanding.

The Company may issue additional Class A ordinary shares or preference shares to complete a business combination, under an employee incentive plan following a business combination, or to redeem warrants when the Class A ordinary share price equals or exceeds $10.00. Prior to a business combination, the governing documents prohibit issuance of additional shares that would entitle holders to receive trust account funds or vote on a business combination.

The issuance of additional ordinary or preference shares may significantly dilute existing shareholders, subordinate the rights of Class A ordinary shareholders if preference shares with senior rights are issued, cause a change in control that could affect the Company’s ability to use net operating loss carryforwards, and adversely affect prevailing market prices for the Company’s securities.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

The investigation, negotiation, and documentation of a business combination will require substantial management time and costs for professional advisors. If the Company decides not to proceed with a particular transaction or is unable to complete it, costs incurred to that point will generally not be recoverable and could materially adversely affect subsequent efforts to identify and complete an alternative business combination.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

The Company may be classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year, which could subject U.S. holders of Class A ordinary shares or warrants to adverse tax consequences and additional reporting requirements. The Company’s PFIC status may depend on the availability of the start-up exception, the application of which is subject to uncertainty, and actual PFIC status for any taxable year will not be determinable until after the end of such year. If the Company determines it is a PFIC, it will endeavor to provide U.S. investors with a PFIC Annual Information Statement to enable a “qualified electing fund” election, but there can be no assurance such information will be provided timely, and such election is unavailable with respect to warrants. U.S. investors should consult their tax advisors regarding the possible application of the PFIC rules.

Our initial business combination or transactions relating thereto may result in taxes imposed on us and our shareholders or warrant holders.

In connection with a business combination, the Company may, subject to shareholder approval by special resolution, merge with another entity, reincorporate or redomicile in another jurisdiction, or transfer its tax residence to the jurisdiction of the target business. Tax structuring considerations are complex, the relevant law is uncertain and subject to change, and the Company may prioritize commercial considerations over tax optimization.

Shareholders or warrant holders may be required to recognize taxable income in connection with a business combination in their jurisdiction of tax residence, potentially prior to any consummation of redemptions. The Company does not intend to make cash distributions to pay taxes in connection with a business combination. The Company could also be treated as tax resident in the target’s jurisdiction, which could result in adverse consequences to the Company (such as worldwide income taxation) and to shareholders or warrant holders (such as withholding taxes on dividends and taxation of disposition gains). Shareholders and warrant holders should consult their tax advisors.

We intend that the Company will operate so as to be treated exclusively as a resident of the Cayman Islands for tax purposes until the initial business combination is consummated, but the tax authorities of other jurisdictions may treat it as also being a resident of, or as having a taxable presence in, another jurisdiction for tax purposes.

The Company is incorporated under Cayman Islands law, maintains its registered office in the Cayman Islands, and intends to be resident for tax purposes exclusively in the Cayman Islands with no taxable presence or permanent establishment in any other jurisdiction prior to a business combination. However, tax residence determinations depend primarily on the Company’s place of effective management and are highly fact-sensitive. There can be no assurance that the Company will be regarded as exclusively tax resident in the Cayman Islands.

A failure to maintain exclusive Cayman Islands tax residence, or a determination that the Company has a permanent establishment in another jurisdiction, could result in significant adverse tax consequences for the Company and its shareholders and warrant holders, the impact of which would depend on the views of the relevant tax authorities and each holder’s specific circumstances.

Changes in tax law or accounting policies may reduce any net returns for investors.

The tax treatment of the Company, its shareholders, and any target business is subject to changes in tax laws or practices in the Cayman Islands or any other relevant jurisdiction. The Company’s accounting policies relating to the Class A ordinary shares and warrants are also subject to change. Any such changes may reduce net returns to investors. The Company may incur unanticipated tax liabilities or costs in mitigating adverse tax consequences, which could reduce post-tax returns to shareholders.

A majority of our directors and officer live outside the United States, and after our initial business combination, it is possible that all or a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

The Company is incorporated in the Cayman Islands, and following a business combination, a majority of its directors and officers and all of its assets may be located outside the United States. In such event, it may be difficult for U.S. investors to enforce legal rights, effect service of process, or enforce U.S. court judgments predicated on civil or criminal liability provisions of U.S. laws against the Company’s directors or officers.

Members of our management team and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons may have been, and may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

The Company’s sole officer and director has had prior involvement with other companies in various capacities. As a result, he may be or become involved in litigation, investigations, or other proceedings arising from such prior activities. Any such proceedings could divert management attention from identifying and completing a business combination and could negatively affect the Company’s reputation.

We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.

The Company is entirely dependent on its sole officer and director, Vikas Mittal, who is not required to commit any specified amount of time to the Company’s affairs and has other business activities, including his role as Managing Member of Meteora Capital, LLC. The Company does not have an employment agreement with, or key-man insurance on, Mr. Mittal. The loss of his services could have a material adverse effect on the Company’s ability to complete a business combination.

Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Following a business combination, some or all of the target’s existing management may remain in place. Such individuals may be unfamiliar with the requirements of operating an SEC-reporting company, which could require the Company to expend time and resources on compliance and regulatory matters.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

The Company’s sole officer and director may negotiate employment or consulting arrangements with the Company or a target business in connection with a business combination, which could include cash compensation or equity grants. Such negotiations would occur simultaneously with the business combination negotiations, and the personal and financial interests involved may influence the evaluation and selection of a target, subject to fiduciary duties under Cayman Islands law. The Company’s ability to assess target management may be limited by time, resources, and available information, and such assessment may prove incorrect.

We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise with respect to our business combinations and certain other transactions. Any salary or fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such entity provides.

The Company may engage its sponsor or an affiliate as an advisor in connection with a business combination and pay market-standard compensation, which would likely be conditioned on closing. Such financial interest in the completion of a business combination may influence the advice provided to the Company regarding the pursuit of a particular target.

The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

The Company’s current sponsor, Samara Special Opportunities, acquired 6,037,499 Class A ordinary shares, one Class B ordinary share, and 11,690,000 private placement warrants for an aggregate purchase price of $1.00 in the December 2024 change of control transaction. Given this nominal investment, the sponsor will realize a substantial profit on virtually any business combination that is consummated, even if the trading price of the Company’s securities declines significantly or the private placement warrants have minimal value. As a result, the sponsor may be economically incentivized to consummate a business combination with a riskier or less-established target than would be the case if the sponsor had a larger capital investment at risk. Public shareholders who purchased units in the IPO at $10.00 per unit could experience significant losses on their investment even as the sponsor profits.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

The Company has no commitments to issue debt securities as of the date of this report but may incur substantial indebtedness to complete a business combination. The Company has agreed that it will not incur indebtedness unless the lender waives any claim to trust account funds, so any debt incurred will not affect per-share redemption amounts. However, post-combination indebtedness could result in default and foreclosure on assets, covenant compliance obligations, restrictions on additional financing and dividends, reduced cash flow available for operations and growth, and increased vulnerability to adverse economic and competitive conditions.

We may only be able to complete one business combination, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

The Company may complete its initial business combination with a single target business, resulting in a lack of diversification. The Company’s prospects would then depend entirely on the performance of that single business. This concentration subjects the Company to economic, competitive, and regulatory risks specific to that business’s industry, without the benefit of risk diversification across multiple operations or sectors.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

The Company may pursue a business combination with a privately held company for which limited public information is available. The Company may be required to make decisions based on incomplete information, which may result in a combination with a business that is less profitable than anticipated.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

The Company may structure a business combination to acquire less than 100% of a target’s equity interests, provided the post-transaction company owns at least 50% of the target’s outstanding voting securities or otherwise acquires a controlling interest sufficient to avoid registration under the Investment Company Act. Even if this threshold is met, the Company’s existing shareholders may collectively own a minority interest in the post-combination entity depending on the valuations ascribed to the target and the Company and the number of new shares issued as consideration. A loss of control over a target business could result in new management that may not possess the skills necessary to profitably operate the business.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

The Company may complete a business combination even though a substantial majority of public shareholders have redeemed their shares or otherwise indicated disagreement with the transaction. If the aggregate cash required for redemptions and closing conditions exceeds available cash, the Company will not complete the business combination and will return all shares submitted for redemption.

In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

The Company may seek to amend its amended and restated memorandum and articles of association or warrant agreement in connection with a business combination. Amendments to the governing documents require a special resolution (two-thirds of shares voted or unanimous written resolution). Amendments to the warrant agreement generally require approval of a majority of public warrant holders, except for certain amendments the sole director determines in good faith are necessary for the warrants to be classified as equity in the Company’s financial statements. If the Company proposes amendments that modify the substance or timing of redemption obligations or other material shareholder protections, public shareholders will be offered the opportunity to redeem their shares.

The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend and vote at a general meeting of the company (or 65% of the votes cast by our ordinary shares with respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

The Company’s amended and restated memorandum and articles of association may be amended by special resolution (two-thirds of shares voted), and the trust agreement may be amended with approval of holders of 65% of votes cast. The Company’s sponsor beneficially owns approximately 91.2% of outstanding ordinary shares and has discretion to vote in favor of any such amendments. As a result, the Company may be able to amend its governing documents and trust agreement without public shareholder support.

The sponsor has agreed not to propose amendments modifying the substance or timing of redemption obligations or other material shareholder protections unless public shareholders are offered the opportunity to redeem. However, shareholders are not parties to or third-party beneficiaries of this agreement. In the event of a breach, shareholders would need to pursue a derivative action, subject to applicable law.

Certain agreements related to our IPO may be amended without shareholder approval.

Certain agreements entered into in connection with the IPO — including the letter agreement, the registration rights agreement, and the private placement warrants purchase agreement — may be amended without shareholder approval, requiring only the consent of the applicable parties and approval of the Company’s sole director. The warrant agreement and the investment management trust agreement require warrant holder or shareholder approval to amend, respectively, except that warrant agreement provisions may be amended without approval if the sole director determines in good faith such amendments are necessary for equity classification of the warrants.

Amendments to these agreements could affect provisions that public shareholders may deem material, including lock-up restrictions on founder shares and private placement warrants. Any amendments in connection with a business combination will be disclosed in proxy or tender offer materials, and any other material amendments will be disclosed in SEC filings. Such amendments may facilitate a business combination that might not otherwise have been possible and could adversely affect the value of the Company’s securities.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

The Company may require additional financing to complete a business combination if the cash purchase price exceeds available trust funds net of redemptions, or to fund post-combination operations and growth. There can be no assurance such financing will be available on acceptable terms. If additional financing is unavailable, the Company may be required to restructure or abandon a proposed transaction. No officer, director, or shareholder is required to provide financing to the Company in connection with or after a business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants, or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

The terms of the public warrants may be amended with approval of holders of a majority of then-outstanding public warrants, including amendments that adversely affect warrant holders. Such amendments could include increasing the exercise price, converting warrants into cash or shares, shortening the exercise period, or decreasing the number of shares purchasable upon exercise. Certain amendments may also be made without warrant holder consent if the Company’s sole director determines in good faith they are necessary for equity classification of the warrants in the Company’s financial statements.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

The warrant agreement provides that any action or proceeding arising out of or relating to the warrant agreement must be brought in the courts of the State of New York or the United States District Court for the Southern District of New York, which constitutes the exclusive forum for such claims. This provision does not apply to claims under the Exchange Act for which federal district courts are the sole and exclusive forum. Any purchaser of warrants is deemed to have consented to this provision. This choice-of-forum provision may limit warrant holders’ ability to bring claims in a preferred judicial forum, which may discourage litigation. If a court were to find this provision inapplicable or unenforceable, the Company may incur additional costs resolving disputes in other jurisdictions.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

If the Company issues additional ordinary shares or equity-linked securities in connection with a business combination at a price below $9.20 per share, the aggregate gross proceeds from such issuances represent more than 60% of total equity proceeds available for the business combination (net of redemptions), and the market value of the Class A ordinary shares is below $9.20, the warrant exercise price will be adjusted to 115% of the higher of market value and the new issuance price. The $18.00 per share and $10.00 per share warrant redemption trigger prices will also be adjusted to 180% and 100%, respectively, of the higher of market value and the new issuance price. These adjustments may make it more difficult to consummate a business combination.

Our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

The Company issued 17,250,000 public warrants and 16,700,000 private placement warrants in connection with the IPO. The warrants are accounted for as liabilities and recorded at fair value, with changes in fair value recognized in earnings each reporting period. Fluctuations in the fair value of the warrant liability may have an adverse effect on the Company’s reported results and the market price of its securities. Potential target businesses may prefer to combine with entities that do not carry warrant liabilities, which could make it more difficult for the Company to complete a business combination.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

The Company may redeem outstanding public warrants at $0.01 per warrant, provided the Class A ordinary share price equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the redemption notice, and subject to certain other conditions including an effective registration statement or available cashless exercise exemption. The Company may exercise its redemption right even if unable to register or qualify the underlying shares under all applicable state securities laws. Redemption could force warrant holders to exercise at a disadvantageous time, sell at the then-current market price, or accept the nominal $0.01 redemption price, which would likely be substantially less than the warrants’ market value. Private placement warrants are not redeemable so long as held by the sponsor or its permitted transferees.

Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

The Company has 17,250,000 public warrants and 16,700,000 private placement warrants outstanding. The potential issuance of a substantial number of Class A ordinary shares upon exercise of these warrants may make the Company a less attractive business combination partner, increase the cost of acquiring a target, and dilute the value of shares issued in connection with a business combination.

The private placement warrants, so long as held by the sponsor or permitted transferees, differ from the public warrants in that they: (1) are not redeemable by the Company (except in certain circumstances); (2) are not transferable until 30 days after completion of a business combination; (3) may be exercised on a cashless basis; and (4) are entitled to registration rights.

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

Federal proxy and tender offer rules require disclosure of historical and/or pro forma financial statements of a target business, which may need to be prepared in accordance with GAAP or IFRS and audited in accordance with PCAOB standards. These requirements may limit the pool of potential targets that can provide compliant financial statements within the Company’s business combination timeline.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

As an emerging growth company and smaller reporting company, the Company takes advantage of certain reduced disclosure and reporting exemptions, including exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the extended transition period for adopting new accounting standards. These exemptions may make the Company’s securities less attractive to certain investors and may make comparison of the Company’s financial statements with other public companies more difficult. The Company’s EGC and SRC status and applicable thresholds are described under “Periodic Reporting and Financial Information” above.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

The Company is required to evaluate its internal controls beginning with this Annual Report. As an emerging growth company, the Company is not required to obtain an independent auditor attestation on internal controls. A target business with which the Company seeks to combine may not be in compliance with Sarbanes-Oxley internal control requirements, and achieving compliance could increase the time and costs necessary to complete a business combination.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

The Company is an exempted company incorporated under the laws of the Cayman Islands. Its corporate affairs are governed by its amended and restated memorandum and articles of association, the Companies Act, and Cayman Islands common law, which differs from U.S. corporate law in certain respects, including the scope of shareholders’ rights, fiduciary duties of directors, and the availability of derivative actions. Cayman Islands law is derived in part from limited judicial precedent and may not offer the same protections as more fully developed U.S. jurisdictions such as Delaware.

The courts of the Cayman Islands are unlikely to recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of U.S. federal or state securities laws, or to impose liabilities in original actions based on such provisions to the extent they are penal in nature. While Cayman Islands courts will generally recognize and enforce final, conclusive foreign money judgments from courts of competent jurisdiction without retrial on the merits, enforcement will not be available for judgments involving taxes, fines, penalties, or awards contrary to Cayman Islands public policy, which may include punitive or multiple damages.

As a result, public shareholders may have greater difficulty protecting their interests against actions by management or controlling shareholders than they would as shareholders of a U.S. company. It may also be difficult to effect service of process within the United States upon the Company’s sole officer and director or to enforce U.S. court judgments against him.

The Company has been advised by Appleby, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely to recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of U.S. federal or state securities laws, or to impose liabilities in original actions based on such provisions to the extent they are penal in nature.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

The Company’s amended and restated memorandum and articles of association authorize the issuance of up to 1,000,000 preference shares, the terms of which may be designated by the Company’s sole director without shareholder approval. These provisions may discourage unsolicited takeover proposals and transactions that could involve payment of a premium over prevailing market prices for the Company’s securities.

Security breaches, cyberattacks and other disruptions to information technology systems and networks owned by us, or third parties, such as vendors or suppliers, could interfere with our operations and could compromise the confidentiality of private customer data or our proprietary information.

The Company relies on third-party service providers for certain information technology and data management functions. A cybersecurity incident affecting the Company or its service providers could result in unauthorized access to confidential business information, disruption of operations, or reputational harm. Following a business combination, the post-combination entity may face additional and more significant cybersecurity risks depending on the nature of the target’s business and IT infrastructure.

Risks Associated with Acquiring and Operating a Business in Foreign Countries in General

If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If the Company pursues a business combination with a target outside the United States, it would face additional risks in connection with cross-border due diligence, regulatory approvals, and foreign exchange fluctuations. Following such a combination, the Company would be subject to risks inherent in international operations, including differing legal and regulatory systems, currency controls, tax law variations, tariffs and trade barriers, challenges in managing cross-border operations, cultural and language differences, political instability, corruption, and potential adverse effects of U.S. foreign trade and sanctions policies. These risks could materially affect the Company’s ability to complete a business combination or the post-combination entity’s financial condition and results of operations.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

If the Company completes a business combination with a target that has international operations, it may be subject to the Foreign Corrupt Practices Act and similar anti-corruption laws. Violations could result in severe criminal or civil sanctions. The Company may also be subject to successor liability for FCPA violations committed by an acquired business.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

The availability and affordability of directors and officers liability insurance for SPACs has declined, with fewer insurers offering coverage, higher premiums, and less favorable terms. These conditions could increase the cost of completing a business combination and may make it more difficult for the post-combination entity to attract and retain qualified officers and directors.

In addition, the post-combination entity may need to purchase run-off insurance to cover claims arising from conduct prior to the business combination, which would be an additional expense that could affect the terms of the transaction.

None.

The Company is a blank check company with no business operations. Since the IPO, its sole activity has been identifying and evaluating acquisition candidates. The Company does not consider that it faces significant cybersecurity risk and has not adopted a cybersecurity risk management program or formal processes for assessing cybersecurity risk. The Company’s sole director is responsible for oversight of cybersecurity threats, if any. The Company has not experienced any cybersecurity incidents since its IPO.

Our executive offices are located at 9^th Floor, 60 Nexus Way Camara Bay Grand Cayman, PO Box 190, KY1-1104, Cayman Islands, our telephone number is +1 (345) 949-4900.

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

None.

PART II

Market Information.

Our Units, Class A ordinary shares, and warrants on the Over the Counter Bulletin Board under the symbols “IVCUF,” “IVCBF,” and “IVCWF,” respectively.

Holders

Although there are several beneficial owners, on December 31, 2024, there was 1 holder of record of our Units, 13 holders of record of our Class A ordinary shares and 2 holders of record of our separately traded warrants.

Dividends

On October 22, 2024, the Company’s board of directors declared a distribution of the net amount of the $30.0 million termination payment after satisfaction of the Company’s liabilities pro rata to all holders of Class A ordinary shares, equal to $0.60 per Class A ordinary share, payable on November 12, 2024 to shareholders of record at the close of business on November 4, 2024. The pro rata distribution of the net amount of the Termination Payment had no impact on the rights of holders of the Class A ordinary shares, including with regard to liquidation rights or redemption of the Trust Account.

Any future dividend payments will depend on the post-combination entity’s revenues, earnings, capital requirements, and general financial condition, and will be at the discretion of the Company’s sole director. Indebtedness incurred in connection with a business combination may further restrict the Company’s ability to declare dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

IPO and Private Placement

On December 17, 2021, the Company consummated its IPO of 34,500,000 units at $10.00 per unit, generating gross proceeds of $345,000,000. The securities were registered under the Securities Act on Form S-1 (No. 333-261301), declared effective on December 14, 2021. Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC acted as underwriters. The Company incurred approximately $20,078,227 in offering costs, including $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees, and $1,103,227 of other costs.

Concurrently with the IPO closing, the Company completed the private sale of 16,700,000 warrants to its then-sponsor, Europe Acquisition Holdings Limited, at $1.00 per warrant, generating gross proceeds of $16,700,000.

A total of $351,900,000 of net proceeds was placed in a trust account with J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company as trustee. There has been no material change in the planned use of proceeds as described in the Company’s final prospectus dated December 17, 2021.

Shareholder Meetings, Extensions, and Redemptions

The following table summarizes the Company’s extraordinary general meetings, extension approvals, and related redemptions:

On March 14, 2023, shareholders approved an extension to December 17, 2023 and removal of the net tangible asset redemption limitation. 15,494,333 of 34,500,000 public shares were redeemed at approximately $10.43 per share, leaving 19,005,667 public shares outstanding.

On December 5, 2023, shareholders approved an extension to June 17, 2024. 7,460,372 of 19,005,667 public shares were redeemed at approximately $11.00 per share, leaving 11,545,295 public shares outstanding. Trust balance: approximately $127.0 million.

On May 21, 2024, shareholders approved an extension to December 17, 2024. 2,159,610 of 11,545,295 public shares were redeemed at approximately $11.32 per share, leaving 9,385,685 public shares outstanding. Trust balance: approximately $106.2 million.

On December 17, 2024, shareholders approved an extension to December 17, 2025. 7,360,165 of 9,385,685 public shares were redeemed at approximately $11.58 per share, leaving 2,025,520 public shares outstanding. Trust balance: approximately $23.5 million. Also on December 17, 2024, the Company received notice from Nasdaq that its securities would be delisted. Trading was suspended on December 24, 2024, and the Company applied for quotation on the OTCQB Market.

On December 12, 2025, shareholders approved the name change to Invest Acquisition Corporation, an extension to December 17, 2027, and an amendment and restatement of the governing documents. The proposals were approved by the sponsor and ten other shareholders representing approximately 99.76% of voting shares. 18,226 of 2,025,520 public shares were redeemed at approximately $12.04 per share, leaving 2,007,294 public shares outstanding. Trust balance: approximately $24.2 million.

On September 22, 2026, shareholders redeemed 1,801,349 of 2,007,294 public shares at approximately $12.31 per share, leaving 205,945 public shares outstanding. Following payment of the redemptions, the Trust balance is anticipated to have approximately $2.5 million.

On September 24, 2026, shareholders approved an extension to December 17, 2029 and an amendment and restatement of the governing documents.

Class B Conversion

On January 2, 2024, the Company’s then-sponsor and certain directors and officers converted 8,624,999 Class B ordinary shares to Class A ordinary shares on a one-for-one basis. All terms applicable to the Class B shares, including the voting agreement, transfer restrictions, and waiver of trust account rights, continue to apply to the converted shares. Following conversion, outstanding shares consisted of 20,170,294 Class A ordinary shares and one Class B ordinary share.

Business Combination Agreement and Termination

On April 25, 2023, the Company entered into the Business Combination Agreement. The agreement was subsequently amended on multiple occasions. On March 11, 2024, the Company announced a restructuring of the contemplated transactions to accommodate the divestiture of one business line for $270 million. Between May and August 2024, the Company entered into the Third, Fourth, and Fifth Amendments, which addressed escrow release mechanics, transaction expense settlements, board composition, and the Company’s termination rights.

On September 24, 2024, the Company terminated the Business Combination Agreement. Under the termination provisions, the Company received a $30 million termination payment. The $30.0 million termination amount was satisfied through a combination of transactions, including (i) the payment of the Orca Midco promissory note totaling approximately $9.3 million, consisting of approximately $7.8 million of specified transaction expenses, approximately $1.2 million of transaction expenses, and approximately $0.3 million of accrued interest; (ii) approximately $10.3 million of proceeds released from the divestiture escrow account on September 26, 2024; and (iii) a novation and payment arrangement totaling approximately $10.4 million, comprised of the assignment of approximately $6.9 million of outstanding Investcorp Funding loans to Orca Midco Limited and a cash payment of approximately $3.5 million, together satisfying the remaining outstanding portion of the termination amount.

On October 22, 2024, the board of directors declared a cash distribution of $0.60 per Class A ordinary share, representing the pro rata allocation of the net termination payment. The distribution was paid on November 12, 2024 to shareholders of record as of November 4, 2024 and was funded from termination proceeds, not from the trust account.

Nasdaq Compliance

On August 1, 2024, the Company received notice from Nasdaq that it was not in compliance with Listing Rule 5452(b)(C) regarding the minimum aggregate market value of outstanding warrants.

This Report contains forward-looking statements, including statements regarding the Company’s financial position, business strategy, and management’s plans and objectives for future operations. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions identify forward-looking statements. Such statements are based on management’s current beliefs and assumptions, and actual results could differ materially due to the factors described in the Company’s filings with the SEC, including the risk factors set forth in Item 1A of this Report.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and notes thereto contained elsewhere in this Report.

Overview

The Company is a blank check company incorporated on March 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The Company intends to effectuate its initial business combination using cash from the trust account, shares issued to target owners, debt, or a combination thereof. The issuance of additional shares or debt in connection with a business combination may dilute existing shareholders, subordinate their rights, or impose financial covenants and obligations on the post-combination entity.

As of December 31, 2024, the Company had cash of $242,474 held outside of the trust account. The Company expects to incur significant costs in pursuing a business combination and cannot assure that its plans to raise capital or complete a business combination will be successful.

Results of Operations and Known Trends or Future Events

The Company has not engaged in any operations or generated any operating revenues since inception. Its activities have consisted of organizational activities, preparation for the IPO, and the identification and evaluation of business combination targets. The Company generates non-operating income in the form of interest on cash, cash equivalents, and investments held in the trust account.

Year Ended December 31, 2024

For the year ended December 31, 2024, the Company had net income of $36,968,783. Income items included a $30,000,000 gain on business combination termination, a $7,062,000 gain on the change in fair value of warrant liabilities, $4,704,304 of interest income on investments held in the trust account, $4,346,926 in forgiveness of legal expenses, $150,000 in forgiveness of professional fees, and $489,650 of offering expenses charged to warrant liabilities. These were offset by $9,522,579 of formation and operating expenses and $261,518 of interest expense.

Year Ended December 31, 2023 (as revised)

For the year ended December 31, 2023, the Company had a net loss of $4,800,517, consisting of $6,229,750 loss on the change in fair value of warrant liabilities, $9,692,500 of formation and operating costs, and $17,539 of foreign exchange loss, offset by $11,139,272 of interest income on investments held in the trust account.

Liquidity, Capital Resources and Going Concern

Sources of Liquidity

The Company’s liquidity needs have historically been satisfied through proceeds from the sale of founder shares, the private placement, and working capital loans from the original sponsor’s affiliates. During 2023 and 2024, the Company entered into six working capital loans with an aggregate principal amount of up to approximately $7,400,000 (the “Loans”). As of December 31, 2024, no amounts were outstanding under any working capital loans. All previously outstanding loans totaling approximately $6,900,000 were assigned by the Outgoing Borrower to the Incoming Borrower in connection with the December 23, 2024 purchase agreement with Samara Special Opportunities.

As of December 31, 2024, the Company had cash of $242,474 held outside the trust account. The Company’s ongoing liquidity requirements include professional fees, regulatory filings, and other costs associated with identifying and completing a business combination. The Company’s sponsor is not obligated to provide additional financing.

Cash Flow Analysis for the Year Ended December 31, 2024

Operating Activities

For the year ended December 31, 2024, net cash provided by operating activities was $16,450,208, primarily driven by net income of $36,968,783 (including a $30,000,000 gain on business combination termination), adjusted for non-cash items including a $7,062,000 gain on the change in fair value of warrant liabilities and $4,496,926 in forgiveness of legal and professional fees, and changes in working capital including a $3,765,695 reduction in operating assets and liabilities. Interest earned on trust account investments of $4,704,304 is reflected as a reconciling item.

Investing Activities

For the year ended December 31, 2024, net cash provided by investing activities was $108,958,002, consisting of $109,708,002 in proceeds from trust account redemptions offset by $750,000 in extension contributions.

Financing Activities

For the year ended December 31, 2024, net cash used in financing activities was $125,264,412, consisting of $109,708,002 in redemption payments to shareholders, $10,806,410 in special dividend payments from the business combination termination proceeds, and $6,900,000 in repayment of a promissory note to an affiliate, partially offset by $2,150,000 in proceeds from a promissory note.

Trust Account and Use of Proceeds

The net proceeds from the IPO and private placement, after deducting offering expenses of $1,103,227 and underwriting commissions of $6,900,000, totaled $351,900,000 and were deposited into the trust account. The proceeds are held in an interest-bearing account until the earlier of the consummation of a business combination or liquidation.

Through December 31, 2024, shareholders exercised redemption rights with respect to an aggregate of 32,474,480 Class A ordinary shares across four extraordinary general meetings, reducing the trust account balance to approximately $23.5 million. Following the December 2025 extraordinary general meeting, an additional 18,226 shares were redeemed, leaving approximately $24.5 million in the trust account as of May 8, 2026, representing approximately 2,007,294 outstanding public shares at approximately $12.18 per share.

On September 22, 2026, shareholders redeemed 1,801,349 of 2,007,294 public shares at approximately $12.31 per share, leaving 205,945 public shares outstanding. Following payment of the redemptions, the Trust balance is anticipated to have approximately $2.5 million.

The Company intends to use substantially all trust account funds, including interest earned (less amounts required for tax obligations), net of redemptions, to complete a business combination. Interest may be withdrawn to pay taxes. To the extent equity or debt is used as consideration, remaining trust proceeds will be used as working capital for the post-combination entity.

Working Capital and Operational Funding

As of December 31, 2024, the Company had approximately $242,474 available outside the trust account. These funds will be used primarily to identify and evaluate target businesses, conduct due diligence, and negotiate and complete a business combination.

If these funds are insufficient to cover operating costs prior to a business combination, the Company’s sponsor or sole officer and director may, but are not obligated to, provide loans. Any such loans would be repaid from trust proceeds released upon completion of a business combination or, if no business combination is completed, from working capital held outside the trust account. No trust account proceeds would be used to repay such loans if a business combination does not close. The Company does not expect to obtain loans from unaffiliated third parties, as such parties are unlikely to provide financing without access to trust account funds.

Sponsor Loans and Extension Contributions

During 2023 and 2024, the Company entered into six non-interest bearing unsecured loans with affiliates of its then-sponsor aggregating up to approximately $7,400,000 in principal, to fund working capital and extension contributions into the trust account. The March 2023 Loan included a conversion option into private placement warrants at $1.00 per warrant, which the Company determined did not require bifurcation and separate accounting at fair value as it did not meet the criteria to be considered an embedded derivative.

On October 9, 2024, the Company novated the Loans to Orca Midco Ltd. and received a cash payment of $3,523,620. Orca accepted all obligations under the Loans with a maturity date of December 31, 2024, bearing interest at SOFR + 3.25%.

As of December 31, 2024, no amounts were outstanding under any working capital loans from the sponsor.

Business Combination Agreement and Subsequent Developments

On April 25, 2023, the Company entered into the Business Combination Agreement. The agreement was amended five times between December 2023 and August 2024, principally to restructure the contemplated transactions to accommodate a $270 million business line divestiture, address escrow mechanics and transaction expenses, modify board composition provisions, and extend the Company’s termination rights.

In connection with the BCA, the Company entered into a Subscription Agreement on December 15, 2023 with a subscriber for $5,000,000 in convertible loan notes that would convert into 526,316 post-combination shares at approximately $9.50 per share upon consummation of the merger. Following the termination of the BCA, the Subscription Agreement was terminated.

On September 24, 2024, the Company terminated the Business Combination Agreement and received a $30 million termination payment. The $30.0 million termination amount was satisfied through a combination of transactions, including (i) the payment of the Orca Midco promissory note totaling approximately $9.3 million, consisting of approximately $7.8 million of specified transaction expenses, approximately $1.2 million of transaction expenses, and approximately $0.3 million of accrued interest; (ii) approximately $10.3 million of proceeds released from the divestiture escrow account on September 26, 2024; and (iii) a novation and payment arrangement totaling approximately $10.4 million, comprised of the assignment of approximately $6.9 million of outstanding Investcorp Funding loans to Orca Midco Limited and a cash payment of approximately $3.5 million, together satisfying the remaining outstanding portion of the termination amount.

On October 22, 2024, the board declared a $0.60 per share cash distribution from the net termination proceeds, paid on November 12, 2024 to shareholders of record as of November 4, 2024. The distribution was funded from termination proceeds and did not affect trust account rights.

On January 2, 2024, the Company’s then-sponsor and certain directors converted 8,624,999 Class B ordinary shares to Class A ordinary shares on a one-for-one basis, with all original terms continuing to apply.

Sponsor Handover Transaction

On December 23, 2024, the Company completed a change of control transaction pursuant to a Purchase Agreement dated December 16, 2024 with Samara Special Opportunities (the “Acquirer”), a Cayman Islands exempted company. The Acquirer purchased one Class B ordinary share, 6,037,499 Class A ordinary shares, and 11,690,000 private placement warrants (approximately 70% of outstanding private placement warrants) from the selling parties for an aggregate purchase price of $1.00.

Effective upon closing, Vikas Mittal was appointed Chief Executive Officer, Chief Financial Officer, and sole Director. Baroness Ruby McGregor-Smith (CEO), Craig Sinfield-Hain (CFO and Chairman), and Alptekin Diler (CIO) resigned. There were no disagreements between the Company and these individuals regarding operations, policies, or practices.

Following the transaction and related redemptions, Mr. Mittal, through the Acquirer, may be deemed to beneficially own approximately 91.2% of the Company’s outstanding ordinary shares.

As of December 31, 2024, no amounts were outstanding under any working capital loans.

Future Liquidity Requirements

The Company’s primary liquidity requirements prior to a business combination include legal, accounting, due diligence, and regulatory compliance expenses, as well as general working capital.

Going Concern

The Company has until December 17, 2029, to consummate a business combination. If the Company does not complete a business combination by that date, it will commence an automatic winding up, dissolution, and liquidation. In accordance with ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), management has determined that the mandatory liquidation provision, combined with the Company’s working capital deficit and limited cash of $242,474 held outside the trust account, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. While management intends to complete a business combination, there is no assurance it will be able to do so. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Controls and Procedures

The Company is required to maintain an effective system of internal controls under Section 404 of the Sarbanes-Oxley Act. As an emerging growth company, the Company is not required to obtain an independent auditor attestation on internal controls. A target business may not be in compliance with Sarbanes-Oxley internal control requirements, and identifying and remediating deficiencies could require significant time, management involvement, and expense, which may increase the Company’s exposure to financial reporting errors during the remediation period.

Off-Balance Sheet Arrangements

As of December 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Commitments and Contractual Obligations

Registration Rights

Holders of founder shares, private placement warrants, and the Class A ordinary shares issuable upon exercise or conversion thereof are entitled to registration rights pursuant to a registration rights agreement, including up to three demand registrations and piggy-back registration rights. The Company bears the expenses of any such registrations.

Underwriting Agreement

In connection with the IPO, the Company entered into an underwriting agreement providing for deferred fees of $12,075,000 ($0.35 per unit), payable from trust account funds upon completion of a business combination. Upon consummation of the change of control transaction on December 16, 2024, the underwriting agreement and all obligations thereunder, including the deferred underwriting fees, were terminated. The Company has no ongoing obligations to the underwriter.

Legal Fees

The Company entered into an agreement with its legal counsel to provide services in connection with a Business Combination for a contingent fee of $893,755 (the “Success Fee”). Payment was contingent upon successful consummation of a Business Combination. As of December 31, 2024, there were no amounts incurred and accrued related to this agreement, as the fee is contingent upon the closing of the initial Business Combination.

On May 3, 2024, the Company renegotiated its fees, inclusive of all unbilled fees incurred through April 30, 2024 as well as the Success Fee, with its legal counsel. As a result of such negotiation, the Company negotiated a fee of $7,800,000 for all incurred services and agreements, inclusive of the Success Fee described above, with an additional $1,800,000 deferred to the closing of a successful Business Combination with Orca Holdings.

The $7,800,000 in renegotiated fees was paid to the legal counsel from the Divestiture Escrow account and upon the termination of the Business Combination Agreement, it became an offset to the $30,000,000 termination payment (see Note 6).

Upon the termination of the Business Combination Agreement, this amount was no longer payable as it was contingent upon the consummation of the Business Combination. As such, the $1,800,000 deferred fee payable was derecognized. As a result of this renegotiation and the subsequent termination of the Business Combination Agreement, the Company recognized a gain related to the renegotiation of legal fees in the amount of $4,346,926 in the statement of operations.

Consulting Agreements

In April 2023, the Company entered into two agreements with each of the IPO underwriters, each to act as a capital markets advisor and as a placement agent in relation to the Business Combination. On June 9, 2023, the Company terminated the two engagement letters with one of the IPO underwriters, and such termination nullified the Company’s obligation to pay any fees under such agreements. With respect to the other IPO underwriter, as compensation for their services, half of a placement fee of 3.0% of the gross proceeds of securities sold in the placement will be paid to the agent upon consummation of the placement (the “Placement Fee”) and $4,000,000 will be paid to the agent upon consummation of the Business Combination (the “Transaction Fee”). The Placement Fee and the Transaction Fee obligations were terminated per the termination letter received on June 10, 2024. The Company paid the legal counsel of the remaining underwriter and third-party consultant $1,185,488 for the expenses incurred by the legal counsel in connection with the business combination, which was paid through the Divestiture Escrow Account as part of the Additional Specified Transaction Expenses.

In June 2023, the Company entered into an agreement with a third-party consultant to provide advisory services in relation to the Business Combination. On July 15, 2024, the Company terminated the agreement with the third-party consultant and entered into a new agreement on July 24, 2024. As compensation for those services, an advisory fee of $3,000,000 is payable in the event the transaction is consummated (the “Advisory Fee”). The Advisory Fee will only become payable in the event the Business Combination is consummated and as such nothing will be recorded until that time.

Additionally, the agent and the consultant are eligible to be reimbursed in the aggregate up to $500,000 in expenses in the event the Business Combination is not consummated and $1,000,000 in the event it is consummated. As of December 31, 2023, approximately $1,608,000 has been incurred by the third parties. As the Business Combination is not yet considered probable, $500,000 of the approximately $1,608,000 is accrued in the Accounts Payable and Accrued Expenses line on the balance sheet).

Upon consummation of the change of control transaction on December 16, 2024, all consulting agreements and obligations thereunder — including the placement fee, transaction fee, advisory fee, and expense reimbursement obligations — were terminated. The Company has no ongoing obligations under any pre-change-of-control consulting agreements.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported income and expenses. Actual results could materially differ from those estimates. The Company’s critical accounting estimates as of December 31, 2024 relate to the fair value of its warrant liabilities.

Warrant Liabilities

As of December 31, 2024 and 2023, the Company’s warrant liabilities were valued at $720,000 and $7,782,000, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liabilities is classified within Level 3 of the fair value hierarchy.

The Company established the initial fair value for the Warrants on December 17, 2021, the date of the consummation of the Company’s IPO. The fair value of the Public Warrants and the Private Placement Warrants were measured using a Monte Carlo simulation model. The estimated fair value of the Public Warrants and the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related to expected share-price volatility, expected life(term) and the risk-free rate of interest rate. The Company estimates the volatility of its Warrants based on implied volatility from the historical volatility of Public Warrants for SPACs which have recently had an IPO and have not yet consummated a merger. The risk-free interest rate is based on the U.S. Treasury curve. The expected life of the instruments are assumed to be equivalent to their remaining contractual term plus one year.

The following table presents a summary of the changes in the fair value of the Warrants liabilities classified as Level 3, measured on a recurring basis.

The following table provides the significant inputs into the Monte Carlo method for the fair value of the Public and Private Warrants:

The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the public warrants and Private Placement Warrants. As of December 31, 2024, the fair value of public warrants was valued using the listed price on an over-the-counter (“OTC”) market which is considered to be Level 2 fair value measurement. The fair value of the Private Placement Warrants were measured by reference to the trading price of the public warrants, which is also considered level 2 fair value instrument. As of December 31, 2023, the fair value of the public warrants were valued based on the listed market price of the public warrants since they began trading on December 17, 2021 and the fair value of the Private Placement Warrants were measured by reference to the trading price of the public warrants, which is considered to be a Level 2 fair value measurement.

Recent Accounting Standards

The Company’s significant accounting policies, including the adoption of recent accounting standards, are described in Note 3 to the financial statements. The Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, effective for the fiscal year beginning January 1, 2025 and is evaluating the impact on its financial statement disclosures. Management has considered all other recently issued accounting pronouncements and concluded that none are expected to have a material impact on the Company’s financial statements.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

This information appears following Item 15 of this annual report and is included herein by reference.

None.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our principal executive officer (our “Certifying Officer”) evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting in connection with lack of controls that are needed to ensure the timely closing of our books and the filing of quarterly and annual reports with the SEC, the accuracy and completeness of accrued expenses, classification and presentation of forgiveness of accrued legal expenses as other income and interest earned in the Trust Account, and proper classification of de-recognition of liabilities between income and components of equity.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, we concluded that our controls over recognition of accrued expenses were not effectively designed or maintained. Our management performed additional analysis as deemed necessary to ensure that our financial statements included in this Annual Report on Form 10-K were prepared in accordance with generally accepted accounting practices in the United States. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows of the periods presented.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management team, including our principal executive officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In light of the material weakness described above our management team has performed additional accounting and financial analyses and other post-closing procedures. We have enhanced, and will continue to enhance, our internal controls and procedures. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we plan to continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision of the Company’s sole officer and director, who serves as both principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024 due to a material weakness related to the lack of segregation of duties resulting from the Company’s limited personnel and reliance on a sole officer and director for all financial reporting functions.

Management intends to remediate this material weakness through the engagement of additional accounting and financial reporting resources as the Company identifies and pursues a business combination, or through the implementation of compensating controls.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we plan to continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, the Company’s internal control report is not subject to attestation by its registered public accounting firm.

During the fiscal year ended December 31, 2024, none of the Company’s directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s ordinary shares intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement.”

None.

PART III

Directors and Officers

Our current directors and executive officers are as follows:

Our current directors and officers are as follows:

Vikas Mittal - Chief Executive Officer, Chief Financial Officer, and Sole Director (since December 2024)

Mr. Mittal has served as Managing Member and Chief Investment Officer of Meteora Capital, LLC since January 2022. Over his 20-year career as a principal investor, he has deployed capital across event-driven investment strategies. Prior to Meteora Capital, Mr. Mittal was an investment professional at Glazer Capital, LLC from 2005. He began his career on the founding team of Raymond James’ TMT investment banking practice in Palo Alto, California, in 2002, focusing on mid-market mergers and acquisitions and private placements.

Mr. Mittal currently serves as Chief Financial Officer of Berto Acquisition Corp. and Chairman and Chief Financial Officer of CSLM Digital Asset Acquisition Corp III Ltd. He earned a B.S. in Finance, summa cum laude, from the University of Florida, an MBA from NYU Stern School of Business, and holds the CFA designation. Mr. Mittal is qualified to serve as a director due to his extensive professional investment background and experience with special purpose acquisition company transactions.

In connection with the change of control transaction completed in December 2024, the Company’s prior officers and directors resigned and Mr. Mittal was appointed to his current positions as described under “Change of Control” above.

Number, Terms of Office and Appointment of Directors and Officers

The Company’s board of directors consists of one member. The Company’s director holds office for a two-year term. Officers are appointed by the board of directors and serve at its discretion, rather than for specific terms of office.

Committees of the Board of Directors

As of the date of this Annual Report, the Company does not have an Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. Prior to the change of control transaction completed on December 23, 2024, the Company maintained each of these committees pursuant to committee charters and governance policies then in effect. In connection with the change of control, the Company’s prior directors resigned, and Vikas Mittal was appointed as sole director. Mr. Mittal also serves as the Company’s Chief Executive Officer and Chief Financial Officer and is the Company’s only officer.

As an OTC-quoted company, the Company is not subject to exchange listing standards requiring the maintenance of independent committees. The Company’s sole director performs the functions that would otherwise be performed by these committees, including oversight of financial reporting, executive compensation, and director nominations.

Oversight Functions in the Absence of Standing Committees

In the absence of standing committees, the Company’s sole director performs all functions previously delegated to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, including oversight of financial reporting and the independent registered public accounting firm, review and approval of compensation arrangements, and governance and director nomination functions. In discharging these responsibilities, the sole director continues to apply the principles and guidelines set forth in the committee charters that were in effect prior to the change of control.

Related Party Transaction Approval and Compensation Oversight

The Company recognizes that its sole director also serving as Chief Executive Officer and Chief Financial Officer presents inherent conflicts of interest in certain governance functions. To mitigate these conflicts, the Company intends to engage independent advisors to review and recommend compensation arrangements and to review material related party transactions prior to approval, with all related party transactions disclosed in accordance with Item 404 of Regulation S-K. The Company’s independent registered public accounting firm provides additional oversight through its annual audit and quarterly review procedures.

Governance Structure and Internal Controls

The Company’s governance structure, in which a single individual serves as sole director, Chief Executive Officer, and Chief Financial Officer, limits the segregation of oversight duties and independent review processes typically provided by a board with multiple independent directors and standing committees. The Company has evaluated whether this structure gives rise to material weaknesses in internal control over financial reporting. See “Item 9A. Controls and Procedures” for management’s assessment.

Plans to Reconstitute Board and Committees

The Company intends to appoint additional independent directors when appropriate, at which time it expects to reconstitute its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee in accordance with applicable SEC requirements and, if the Company’s securities become listed on a national securities exchange, the applicable exchange listing standards.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers, and employees. A copy of the Code may be reviewed through the Company’s public filings at the SEC’s website at www.sec.gov and will be provided without charge upon request. If the Company makes any substantive amendments to the Code or grants any waiver from a provision applicable to its principal executive officer or principal financial officer, the Company will disclose the nature of such amendment or waiver in accordance with applicable SEC rules.

Conflicts of Interest

See “Item 1. Business — Conflicts of Interest” for a description of potential conflicts of interest involving the Company’s sponsor, sole officer and director, and their affiliates.

Below is a table summarizing the entities to which our executive officer and director currently have fiduciary duties or contractual obligations.

Limitation on Liability and Indemnification of Directors and Officers

Cayman Islands law does not limit indemnification of officers and directors except to the extent a court holds such provision contrary to public policy, such as indemnification against willful default, fraud, or the consequences of committing a crime. The Company’s amended and restated memorandum and articles of association provide for indemnification of officers and directors to the maximum extent permitted by law, except for liability arising from actual fraud, willful default, or willful neglect. The Company has entered into indemnification agreements with its sole officer and director and maintains a directors’ and officers’ liability insurance policy.

The Company’s officers and directors have waived any right or claim to trust account funds and will not seek recourse against the trust account for any reason. Accordingly, any indemnification obligation can only be satisfied from funds outside the trust account or following consummation of a business combination.

No cash compensation has been paid to the Company’s officers or directors for services rendered. The Company’s sponsor, sole officer and director, or their affiliates may be reimbursed for out-of-pocket expenses incurred in connection with identifying potential target businesses and performing due diligence. Any such reimbursements prior to a business combination will be made from funds outside the trust account. No compensation of any kind, including finder’s or consulting fees, will be paid to the sponsor, officers, directors, or their affiliates prior to completion of a business combination.

In the absence of an audit committee, the Company’s sole director reviews reimbursement payments. The Company acknowledges this creates an inherent conflict, as the sole director is also the individual eligible for reimbursement.

Following a business combination, the Company’s sole officer and director may receive consulting, management, or other compensation from the combined company. The amount of any such compensation is not currently determinable and will be disclosed in proxy or tender offer materials in connection with the proposed business combination. The Company is not party to any employment or benefits agreements with its sole officer and director, and no limit has been established on post-combination compensation.

Mr. Mittal may negotiate employment or consulting arrangements in connection with a business combination. The existence or terms of any such arrangements may influence the evaluation of potential targets. See “Risk Factors — Management compensation in connection with business combination.”

The following table sets forth information regarding the beneficial ownership of the Company’s ordinary shares as of May 8, 2026, by (i) each person known to beneficially own more than 5% of the outstanding Class A or Class B ordinary shares, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.

As of September 23, 2026, there were 8,830,944 ordinary shares outstanding, consisting of 8,830,943 Class A ordinary shares (par value $0.0001 per share) and one Class B ordinary share (par value $0.0001 per share). Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all shares beneficially owned. The table does not include ordinary shares underlying outstanding warrants, as these securities are not exercisable within 60 days of the date hereof.

The Company’s sponsor, Samara Special Opportunities, beneficially owns approximately 91.2% of the issued and outstanding ordinary shares, including 6,037,499 Class A ordinary shares and one Class B ordinary share. Only holders of founder shares (consisting of the converted Class A ordinary shares retaining Class B terms and the one outstanding Class B ordinary share) have the right to vote on director appointments prior to a business combination. As a result, the sponsor may effectively control the outcome of all matters requiring shareholder approval.

The sponsor holds 11,690,000 of the 16,700,000 outstanding private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share. The terms of the private placement warrants are described under “Description of Securities — Warrants” above.

Samara Special Opportunities and the Company’s sole officer and director, Vikas Mittal, are deemed to be “promoters” of the Company as defined under the federal securities laws.

Transfers of Founder Shares and Private Placement Warrants

The founder shares are subject to lock-up provisions providing that they are not transferable until the earlier of (i) one year after completion of an initial business combination (or earlier if the Class A ordinary share closing price equals or exceeds $12.00 per share for any 20 trading days within a 30-trading-day period commencing at least 120 days after the business combination) or (ii) the date of a subsequent liquidation, merger, or similar transaction in which all shareholders may exchange their shares for cash, securities, or other property. The private placement warrants and underlying shares are not transferable until 30 days after completion of a business combination.

These restrictions are subject to certain permitted transfers, including transfers to officers, directors, affiliates, or family members, provided the transferee agrees in writing to be bound by the same restrictions.

Registration Rights

Holders of founder shares (now converted to Class A ordinary shares), private placement warrants, and the Class A ordinary shares underlying such warrants are entitled to registration rights pursuant to a registration rights agreement, including up to three demand registrations and piggy-back registration rights. The Company bears the expenses of any such registrations. Assuming no working capital loan conversions (as all working capital loans have been novated or forgiven), the securities subject to registration include approximately 8,625,000 Class A ordinary shares and 16,700,000 private placement warrants (and the 16,700,000 Class A ordinary shares underlying such warrants).

On April 1, 2021, our sponsor purchased 8,625,000 shares of the Company’s Class B ordinary shares (the “founder shares”) for an aggregate purchase price of $25,000. On October 25, 2021, our sponsor effected a surrender of 1,437,500 founder shares to the Company for no consideration, resulting in a decrease in the number of founder shares outstanding from 8,625,000 to 7,187,500, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of our IPO. On November 3, 2021, our sponsor transferred 718,750 founder shares to Baroness Ruby McGregor-Smith, 479,167 founder shares to Peter McKellar, and 30,000 founder shares to each of Pam Jackson, Laurence Ponchaut and Adah Almutairi, at approximately $0.12 per share. On December 14, 2021, in connection with the increase in the size of our IPO, we effected a capitalization increasing the number of founder shares held by each initial shareholder by 20%, thereby increasing the aggregate number of issued and outstanding founder shares to 8,625,000.

The sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the founder shares until the earlier of (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a business combination, or (y) if the Company consummates a transaction after the initial business combination which results in shareholders having the right to exchange their shares for cash, securities or other property.

On December 22, 2023 and effected on January 2, 2024, the initial shareholders voluntarily elected to convert an aggregate 8,624,999 Class B ordinary shares to Class A ordinary shares on a one-for-one basis in accordance with the amended and restated memorandum and articles of association. All of the terms and conditions applicable to the Class B ordinary shares set forth in the letter agreement continue to apply to the Class A ordinary shares into which the Class B ordinary shares converted, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the trust account or any monies or other assets held therein. Following the conversion, there were 20,170,294 Class A ordinary shares issued and outstanding (constituted by 11,545,295 Class A ordinary shares held by public shareholders and an aggregate 8,624,999 Class A ordinary shares held by the initial shareholders) and one Class B ordinary share issued and outstanding (held by the sponsor). A shareholder’s voting power consists of the combined voting power of the Class A ordinary shares and the Class B ordinary shares owned beneficially by such shareholder. Therefore, there has been no effect to the votes required to approve the proposals in connection with the approval of the business combination and related transactions or the counting of the votes at any meeting of the Company as a result of the conversion.

Simultaneously with the closing of its IPO, the Company consummated the private placement of 16,700,000 private placement warrants at a price of $1.00 per private placement warrant with the sponsor, generating proceeds of $16.7 million. The private placement warrants are identical to the warrants sold in the IPO except that the private placement warrants, so long as they are held by the sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The private placement warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

On April 1, 2021, the sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On December 23, 2021, the Company paid the remaining balance on the Promissory Note.

On March 7, 2023, the Company entered into a non-interest bearing convertible unsecured loan (the “March 2023 Loan”) in the principal amount of up to $2.0 million from one of the sponsor’s affiliates to provide the Company with additional working capital and to fund monthly contributions into the trust account until the earlier of a completion of a business combination or the Extended Date. If the Company does not consummate an initial business combination by the Extended Date, the March 2023 Loan will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. The March 2023 Loan is convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

In addition, on July 6, 2023, November 15, 2023 and November 27, 2023, the Company entered into non-interest bearing unsecured loans in the principal amount of up to $1,700,000 (the “July 2023 Loan”), in the principal amount of up to $500,000 (the “November 2023 Loan”) and in the principal amount of up to $1,250,000 (the “Second November 2023 Loan”, collectively, together with the March 2023 Loan, the July 2023 Loan, and the November 2023 Loan, the “Loans”) with an affiliate of the sponsor to provide the Company with additional working capital and to fund monthly contributions into the trust account until the earlier of a completion of a business combination or the Extended Date. The July 2023 Loan, the November 2023 Loan and the Second November 2023 Loan bear no interest and shall be due and payable on the earlier of (i) the date on which the Company consummates a business combination or (ii) the date of that the winding up of the Company is effective. If the Company does not consummate an initial business combination by the Extended Date, the July 2023 Loan, the November 2023 Loan and the Second November 2023 Loan will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. If at any time the board of directors determines that the Company will not be able to consummate an initial business combination by the Extended Date and that the Company shall instead liquidate, the sponsor’s obligation to continue to make contributions shall cease immediately upon such determination.

On December 23, 2024, the Company completed a transaction pursuant to a Purchase Agreement dated December 16, 2024 (the “Purchase Agreement”) with Samara Special Opportunities, a Cayman Islands exempted company (the “Acquirer”), and certain selling parties. Under the Purchase Agreement, the Acquirer purchased from the selling parties an aggregate of one Class B ordinary share, 6,037,499 Class A ordinary shares, and 11,690,000 private placement warrants for an aggregate purchase price of $1.00. This transaction resulted in a change in control of the Company.

As part of this transaction, significant management and board changes occurred. Effective upon closing, Vikas Mittal was appointed Chief Executive Officer, Chief Financial Officer, and Director, replacing prior officers and directors, including Baroness Ruby McGregor-Smith (Chief Executive Officer), Craig Sinfield-Hain (Chief Financial Officer and Chairman), and Alptekin Diler (Chief Investment Officer), who resigned to pursue other opportunities. There were no disagreements between the Company and these individuals regarding the Company’s operations, policies, or practices.

Following the transaction and related redemptions, Mr. Mittal, through the Acquirer, may be deemed to beneficially own approximately 91.2% of the Company’s outstanding ordinary shares and approximately 70% of its private placement warrants.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor or an affiliate of the sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company may repay the Working Capital Loans out of the proceeds of the trust account released to the Company. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant. The terms of the warrants would be identical to the terms of the private placement warrants. As of December 31, 2024, the Company had no outstanding borrowings under the Working Capital Loans.

Related Party Policy

The Company has adopted a policy governing the review and approval of related party transactions. A “related party transaction” is any consummated or proposed transaction in which the Company is a participant, the amount exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the prior two completed fiscal years, and in which a related party has a direct or indirect material interest. Related parties include directors, officers, beneficial owners of more than 5% of any class of voting securities, their immediate family members, and any other person who may be a “related person” under Item 404 of Regulation S-K.

In the absence of an audit committee, the Company’s sole director reviews proposed related party transactions, considering whether terms are comparable to arm’s-length dealings, the extent of the related party’s interest, consistency with the Company’s code of ethics, and whether the transaction is in the best interests of the Company and its shareholders. The Company recognizes that its current governance structure, in which the sole director is also the Company’s principal officer and the designee of its controlling shareholder, presents inherent limitations on the independent review of related party transactions. The Company intends to engage independent legal or financial advisors to review material related party transactions prior to approval, with all such transactions disclosed in accordance with Item 404 of Regulation S-K.

The following is a summary of fees paid or to be paid to CBIZ CPAs P.C. (“CBIZ”) for services rendered.

Audit Fees. Audit fees consist of fees for professional services rendered for the audit of the Company’s annual financial statements, reviews of interim financial statements included in Forms 10-Q, and other required filings with the SEC. The aggregate fees billed by CBIZ CPAs P.C. for audit fees, inclusive of required filings with the SEC, for the year ended December 31, 2024, totaled $226,091. The aggregate fees billed by Marcum LLP for audit fees, inclusive of required filings with the SEC, for the year ended December 31, 2023, totaled $269,039.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of the year end financial statements and are not reported under “Audit Fees.” For the years ended December 31, 2024 and 2023, CBIZ CPAs P.C. and Marcum LLP did not render such services.

Tax Fees. No tax fees were paid to CBIZ for the years ended December 31, 2024 or 2023.

All Other Fees. All other fees consist of fees billed for all other services. For the years ended December 31, 2024 and 2023, CBIZCPAs P.C. and Marcum LLP did not render any of these other services.

Pre-Approval Policy

Prior to the change of control in December 2024, the Company’s audit committee pre-approved all auditing and permitted non-audit services performed by the Company’s independent registered public accounting firm. Following the dissolution of the audit committee, the Company’s sole director is responsible for pre-approving all such services.

PART IV

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on September 25, 2026.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

PART IV

INVESTCORP EUROPE ACQUISITION CORP I

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Invest Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Invest Acquisition Corporation (formerly known as Investcorp Europe Acquisition Corp I) (the “Company”) as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Correction of an Error and Adoption of Accounting Standards Update 2023-07, Segment Reporting (Topic 280)

The financial statements of the Company as of December 31, 2023 and for the year then ended, before the effects of the adjustments described in Notes 2, 3, and 4 to the financial statements, were audited by other auditors whose report, dated April 11, 2024, expressed an unqualified opinion on those financial statements.

As part of our audit of the December 31, 2024 financial statements, we also audited the adjustments described in Note 2 that were applied to correct an error in the December 31, 2023 financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

As discussed in Notes 3 and 4 to the financial statements, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). We have also audited the adjustments to the December 31, 2023 financial statements to retrospectively adjust the disclosures for the adoption of ASU 2023-07 in 2023. In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the December 31, 2023 financial statements of the Company other than with respect to the adjustments, and accordingly, we do not express an opinion or any other form of assurance on the December 31, 2023 financial statements taken as a whole.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before December 17, 2029. There is no assurance that the Company will raise the additional capital it needs to fund its business operations and complete any business combination by December 17, 2029, if at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

We have served as the Company’s auditor since 2021 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).

Houston, Texas
September 25, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Invest Acquisition Corporation (formerly known as Investcorp Europe Acquisition Corp I)

Opinion on the Financial Statements

We have audited, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) discussed in Notes 3 and 4 to the financial statements, the accompanying balance sheet of Invest Acquisition Corporation (formerly known as Investcorp Europe Acquisition Corp I) (the “Company”) as of December 31, 2023, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”) (the 2023 financial statements before the effects of the adjustments discussed in Notes 3 and 4 to the financial statements are not presented herein). In our opinion, the financial statements, before the effects of the revision adjustments described in Note 2 to the financial statements or to the retrospective adjustments to the disclosures for the adoption of ASU 2023-07 discussed in Notes 3 and 4 to the financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the revision adjustments described in Note 2 to the financial statements or to the retrospective adjustments to the disclosures for the adoption of ASU 2023-07 discussed in Notes 3 and 4 to the financial statements, and accordingly, we do not express an opinion or any form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by CBIZ CPAs P.C.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Company that was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses on or before April 17, 2024, or by making certain extension deposits into the Company’s Trust Account, extend the business combination deadline by an additional two months through June 17, 2024. The Company entered into a business combination agreement with a business combination target on April 25, 2023; however, the completion of this transaction is subject to the approval of the Company’s shareholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to June 17, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after June 17, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We served as the Company’s auditor from 2021 to 2026.

Houston, Texas

April 11, 2024

INVEST ACQUISITION CORPORATION

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

INVEST ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

INVEST ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2024