Investcorp AI Acquisition Corp-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission File Number001-41383 INVESTCORP AI ACQUISITION CORP. (Exact name of registrant as specified in its charter) N/A(I.R.S. EmployerIdentification No.) Century Yard,Cricket SquareElgin AvenuePO Box 1111George TownGrand Cayman,Cayman IslandsKY1-1102(Address of principal executive offices) (302)738-7210(Issuer’s Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during thepast 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirement for thepast 90 days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, a smaller reporting company, oremerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2of the Exchange Act. Largeacceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(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 internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling 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 compensationreceived 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 Rule12b-2of the Exchange Act).Yes☒No☐ The aggregate market value of the voting andnon-votingordinary equity held bynon-affiliatesof the registrant, as of June30, 2024, the last businessday of the registrant’s most recently completed second fiscal quarter, was approximately $111,110,212, based on the Nasdaq Stock Market LLC closingprice on that day of $11.35 per share. As of April 15, 2025, there were7,944,129ClassA ordinary shares, par value $0.0001, and1of the registrant’s ClassB ordinary shares, par value$0.0001 per share, issued and outstanding. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition andResults of Operations,” includes forward-looking statements within the meaning of Section27A of the Securities Act and Section21E of the ExchangeAct. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,”“anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative orother variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statementsinclude, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any otherstatements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results maydiffer materially due to various factors, including, but not limited to our: •ability to complete our Initial Business Combination;•success in retaining or recruiting, or changes required in, our officers, key employees or directors following an Initial BusinessCombination;•officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approvingour Initial Business Combination, as a result of which they would then receive expense reimbursements;•potential ability to obtain additional financing to complete an Initial Business Combination;•pool of prospective target businesses;•failure to maintain the listing on, or the delisting of our securities from, Nasdaq or an inability to have our securities listed on Nasdaq oranother national secur