Investcorp AI Acquisition Corp Unit 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41383 LIBITY (formerly INVESTCORP AI ACQUISITION CORP.)(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(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 whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Exchange Actduring the past 12 months 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 pursuant to Rule405 ofRegulation S-T during the preceding 12 months.Yes☐No☒ Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation 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 Rule12b-2 of the Exchange Act).Yes☒No☐ As the registrant’s securities were delisted from Nasdaq effective July14, 2025, no market quotation on a national securities exchangeis available for computing the aggregate market value of voting and non-voting ordinary equity held by non-affiliates as of June30,2025. As of June18, 2026, there were 6,482,874 Class A ordinary shares, par value $0.0001, and 1 Class B ordinary share, par value$0.0001, issued and outstanding. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Form 10-K”) includes forward-looking statements within the meaning of Section27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). These statements can be identified by words such as “believes,” “expects,” “intends,” “plans,” “may,” “will,”“potential,” “projects,” or their negatives. Forward-looking statements in this Form 10-K include, without limitation, statementsregarding: (i) our ability to complete the business combination with Blue Finance Technology Holding Limited described herein or anyother Initial Business Combination; (ii) our new sponsor’s ability to fund our operations; (iii) our ability to maintain continuedreporting under the Exchange Act following the delisting of our securities from Nasdaq; and (iv) our ability to operate as a goingconcern. These statements involve risks and uncertainties, many of which are beyond our control, and actual results may differ materially.Factors that could cause such differences are described in “Item 1A. Risk Factors.” We undertake no obligation to update any forward-looking statement except as required by law. TABLE OF CONTENTS PART I1Item 1. Business1Item 1A. Risk Factors3Item 1B. Unresolved Staff Comments6Item 1C. Cybersecurity6Item 2. Properties6Item 3. Legal Proceedings6Item 4. Mine Safety Disclosures6PART II7Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities7Item 6. [Reserved]7Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations8Item 7A. Quantitative and Qualitative Disclosures About Market Risk11Item 8. Financial Statements and Supplementary Data11Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure11Item 9A. Controls and Procedures11Item 9B. Other Information12Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections12PART III13Item 10. Directors, Executive Officers and Corporate Governance13Item 11. Executive Compensation14Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters14Item 13. Certain Relationships and Related Transactions, and Director Independence14Item 14. Principal Accountant Fees and Services16PART IV17Item 15. Exhibits, Financial Statement Schedules17Item 16. Form 10-K Summary17SIGNATURES18 PART I Item 1. Business In this Form 10-K, references to the “Company,” “we,” “us” and “our” refer to Libity (formerly Investcorp AI Acquisition Corp.)References to the “Sponsor” or the “Current Sponsor” mean Samara Special Opportunities, a Cayman Islands exempted company thatacquired control of the Com