[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements, management's discussion and analysis, market risk disclosures, and an evaluation of internal controls [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Investcorp AI Acquisition Corp., including the balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's accounting policies, operations, and financial instruments. Key financial highlights include a significant decrease in total assets and investments held in the Trust Account, a shift from net income to net loss, and a substantial increase in the working capital loan from the Sponsor, reflecting ongoing redemptions and the company's efforts to extend its business combination period [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' deficit at specific reporting dates Condensed Balance Sheet Highlights ($) | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :-------------------------------- | :-------------------------- | :------------------ | | Total Assets | $1,549,213 | $18,551,591 | | Investments held in Trust Account | $473,146 | $17,518,993 | | Total Current Liabilities | $5,964,712 | $5,125,973 | | Working Capital Loan-Sponsor | $2,836,172 | $1,790,000 | | Convertible Promissory Note-Sponsor | $1,650,000 | $1,450,000 | | Total Liabilities | $6,835,463 | $5,706,474 | | Total Shareholders' Deficit | $(5,759,396) | $(4,673,876) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and the resulting net income or loss Condensed Statements of Operations Highlights ($) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation costs and operating expenses | $313,131 | $319,152 | $595,270 | $513,267 | | Interest earned on investments held in Trust Account | $91,623 | $1,419,899 | $275,203 | $2,819,293 | | Change in FV of warrant liability | $(290,250) | $580,500 | $(290,250) | $(290,250) | | Net (loss) income | $(511,758) | $1,681,247 | $(610,317) | $2,015,776 | | Basic and diluted net (loss) income per ordinary share, Class A ordinary shares redeemable shares | $(0.07) | $0.10 | $(0.08) | $0.12 | | Basic and diluted net (loss) income per ordinary share, Class A and Class B ordinary shares non-redeemable shares | $(0.07) | $0.10 | $(0.08) | $0.12 | - The company experienced a significant shift from net income in Q2 2024 (**$1,681,247**) to a net loss in Q2 2025 (**$(511,758)**), primarily due to a decrease in interest earned on Trust Account investments and a negative change in the fair value of warrant liability[13](index=13&type=chunk) [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) This section tracks the changes in the company's shareholders' deficit over time, reflecting the impact of net losses and other equity adjustments Changes in Shareholders' Deficit ($) | Metric | December 31, 2024 ($) | June 30, 2025 ($) | | :------------------------------------------ | :------------------ | :-------------- | | Accumulated Deficit | $(4,674,523) | $(5,760,043) | | Total Shareholders' Deficit | $(4,673,876) | $(5,759,396) | - The accumulated deficit increased from **$(4,674,523)** at December 31, 2024, to **$(5,760,043)** at June 30, 2025, driven by net losses and accretion of Class A ordinary shares to redemption value[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section details the cash inflows and outflows from operating, investing, and financing activities, illustrating the company's liquidity and cash management Condensed Statements of Cash Flows Highlights (Six Months Ended June 30) ($) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :------------------------------------------ | :----------- | :----------- | | Net Income (loss) | $(610,317) | $2,015,776 | | Net cash used in operating activities | $(1,101,543) | $(483,951) | | Net cash provided by (used in) investing activities | $17,321,050 | $(600,000) | | Net cash (used in) provided by financing activities | $(16,274,878) | $1,080,000 | | Net Change in Cash | $(55,371) | $(3,951) | | Cash - End of period | $977,227 | $272,826 | - In the first six months of 2025, cash provided by investing activities significantly increased due to withdrawals from the Trust Account for redeeming shareholders, while cash used in financing activities also increased due to payments to redeeming shareholders[20](index=20&type=chunk) [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) This section provides detailed explanations and additional information supporting the condensed financial statements, covering accounting policies, operations, and financial instruments [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's formation as a blank check entity, its IPO, subsequent business combination period extensions, and recent delisting from Nasdaq - Investcorp AI Acquisition Corp. is a blank check company formed on February 19, 2021, for the purpose of a business combination, and has not yet commenced operations[23](index=23&type=chunk)[24](index=24&type=chunk) - The company completed its Initial Public Offering (IPO) on May 12, 2022, raising **$225,000,000** from **22,500,000 units**, plus an additional **$33,750,000** from the over-allotment option[25](index=25&type=chunk) - The company extended its business combination period multiple times, most recently to May 12, 2027, following shareholder approval at the 2025 Extraordinary General Meeting[33](index=33&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) Share Redemptions and Trust Account Impact | Event | Shares Redeemed | Redemption Price Per Share (Approx.) ($) | Aggregate Redemption Amount (Approx.) ($) | Class A Shares Outstanding Post-Redemption | | :-------------------------------- | :---------------- | :----------------------------------- | :------------------------------------ | :----------------------------------------- | | August 2023 Extraordinary Meeting | 16,085,554 | $10.74 | $172,774,717 | 9,789,446 | | August 2024 Extraordinary Meeting | 8,314,066 | $11.40 | $95,447,584 | 1,475,380 | | May 2025 Extraordinary Meeting | 1,449,359 | $12.09 | $17,521,050 | Not specified, but significantly reduced | | Total Class A shares outstanding as of August 14, 2025 | 6,494,771 | N/A | N/A | N/A | - The company's securities were delisted from Nasdaq and began trading on the OTC Markets under tickers 'IVCAF,' 'IVCAUF,' and 'IVCAWF' as of May 6, 2025, due to non-compliance with Nasdaq listing rules, including the 36-month business combination completion requirement[41](index=41&type=chunk)[127](index=127&type=chunk) - The company had a working capital deficit of **$4,888,645** as of June 30, 2025, and management has determined that its liquidity conditions raise substantial doubt about its ability to continue as a going concern[43](index=43&type=chunk)[46](index=46&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting principles, including GAAP compliance, emerging growth company status, and specific treatments for cash, investments, and warrants - The financial statements are prepared in accordance with GAAP and SEC rules, with interim results not necessarily indicative of full-year results[52](index=52&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[53](index=53&type=chunk)[54](index=54&type=chunk) Cash and Investments in Trust Account ($) | Asset Category | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $977,227 | $1,032,598 | | Investments held in Trust Account | $473,146 | $17,518,993 | - The company accounts for Class A ordinary shares subject to possible redemption as temporary equity and recognizes changes in redemption value immediately[71](index=71&type=chunk)[72](index=72&type=chunk) - Warrants are classified as liability instruments and re-measured at fair value each balance sheet date, with changes recognized in the statements of operations[74](index=74&type=chunk)[75](index=75&type=chunk) - The company operates as a single operating segment, with the Chief Executive Officer (CODM) evaluating overall financial information and resources[77](index=77&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - Management expects the adoption of ASU No. 2023-09, 'Income Taxes (Topic 740): Improvements to Income Tax Disclosures,' effective for fiscal 2025, to result in disclosure changes only[78](index=78&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of the company's Initial Public Offering, including the number of units sold and their composition - The company sold **25,875,000 units** at **$10.00 per unit** in its IPO, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant[80](index=80&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants to the Sponsor, outlining the proceeds generated and the characteristics of these warrants - The Sponsor purchased **16,087,500 Private Placement Warrants** at **$1.00 per warrant**, generating **$16,087,500** in gross proceeds[82](index=82&type=chunk) - Private Placement Warrants are identical to Public Warrants but lack redemption rights or liquidating distributions from the trust account and will expire worthless if a business combination is not consummated[83](index=83&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details financial transactions and balances with the Sponsor, including founder shares, working capital loans, and administrative service agreements - The Sponsor initially held **7,187,500 Class B ordinary shares (Founder Shares)** for **$25,000**, which were later adjusted to **6,468,750 shares**[84](index=84&type=chunk) - On August 12, 2024, the Sponsor converted **6,468,749 Founder Shares** into Class A ordinary shares[85](index=85&type=chunk) Related Party Balances ($) | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------- | :------------ | :---------------- | | Working Capital Loan-Sponsor | $2,836,172 | $1,790,000 | | Convertible Promissory Note-Sponsor | $1,650,000 | $1,450,000 | | Due to Sponsor | $161,324 | $301,557 | | Accrued expenses (Administrative Services Agreement) | $270,000 | $210,000 | - The Working Capital Loan from the Sponsor, up to **$3,000,000**, is non-interest bearing and convertible into Private Placement Warrants at **$1.00 per warrant**[87](index=87&type=chunk)[88](index=88&type=chunk) - The Convertible Promissory Note from the Sponsor, totaling **$1,650,000** as of June 30, 2025, is non-interest bearing and convertible into non-transferable, non-redeemable ordinary shares upon business combination[91](index=91&type=chunk) - The company pays a monthly fee of **$10,000** to the Sponsor for administrative services[92](index=92&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's commitments, specifically the registration rights granted to holders of founder shares and private placement warrants - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loan conversion are entitled to registration rights, requiring the company to register such securities for resale[93](index=93&type=chunk) [NOTE 7. WARRANT LIABILITY](index=18&type=section&id=NOTE%207.%20WARRANT%20LIABILITY) This note explains the accounting treatment for warrants as liability instruments, their fair value measurement, and the conditions for their exercise or redemption - The company accounts for **29,025,000 warrants** (**16,087,500 Private Warrants** and **12,937,500 Public Warrants**) as liability instruments, re-measured at fair value with changes recognized in the statements of operations[94](index=94&type=chunk) - Public Warrants become exercisable 30 days after a business combination and expire five years from consummation or earlier upon redemption/liquidation[97](index=97&type=chunk) - The company may redeem Public Warrants if the Class A ordinary share price equals or exceeds **$18.00** or **$10.00** under specific conditions, including an effective registration statement for the underlying shares[100](index=100&type=chunk)[101](index=101&type=chunk) - If a business combination is not completed, warrants may expire worthless, as holders will not receive funds from the Trust Account[104](index=104&type=chunk) [NOTE 8. SHAREHOLDERS' DEFICIT](index=21&type=section&id=NOTE%208.%20SHAREHOLDERS%27%20DEFICIT) This note details the company's authorized and outstanding ordinary shares, distinguishing between redeemable and non-redeemable classes Ordinary Shares Issued and Outstanding | Share Class | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :------------ | :---------------- | | Class A ordinary shares (total) | 6,494,770 | 7,944,129 | | Class A ordinary shares (redeemable) | 26,021 | 1,475,380 | | Class A ordinary shares (non-redeemable) | 6,468,749 | 6,468,749 | | Class B ordinary shares | 1 | 1 | - The company is authorized to issue up to **1,000,000 preference shares**, **479,000,000 Class A ordinary shares**, and **20,000,000 Class B ordinary shares**[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=22&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the company's approach to fair value measurements, including the hierarchy used and the valuation methods for investments and warrants - The company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) Fair Value Measurements of Assets and Liabilities ($) | Item | Fair Value Hierarchy Level | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :------------------------- | :------------ | :---------------- | | Investments held in Trust Account – U.S. Treasury Securities | 1 | $473,146 | $17,518,993 | | Public Warrants | 1 (Dec 2024), 3 (June 2025) | $388,126 | $258,750 | | Private Warrants | 3 | $482,625 | $321,750 | - Public Warrants were transferred from Level 1 to Level 2 in Q1 2025 due to limited trading, and then to Level 3 in Q2 2025 due to no trading activities, indicating reduced market observability[117](index=117&type=chunk) - Both Public and Private Warrants are valued using a Modified Binomial Option Pricing model, with Private Placement Warrants consistently classified as Level 3 due to reliance on unobservable inputs like expected volatility[119](index=119&type=chunk)[120](index=120&type=chunk) [NOTE 10. SEGMENT INFORMATION](index=23&type=section&id=NOTE%2010.%20SEGMENT%20INFORMATION) This note clarifies that the company operates as a single segment, with the CEO overseeing overall financial performance and resource allocation - The company operates as a single operating segment, with the Chief Executive Officer (CODM) reviewing overall operating results to allocate resources and assess performance[124](index=124&type=chunk)[125](index=125&type=chunk) [NOTE 11. SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) This note reports significant events occurring after the balance sheet date, specifically the official delisting of the company's securities from Nasdaq - On July 14, 2025, Nasdaq officially removed the company's securities from listing and registration by filing a Form 25 with the SEC[127](index=127&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company focused on a business combination in the Indian market. It details the impact of significant shareholder redemptions, the extension of the business combination period, and the recent delisting from Nasdaq. The discussion also covers the shift to a net loss, the company's liquidity challenges, and its reliance on sponsor funding, emphasizing the substantial doubt about its ability to continue as a going concern [Overview](index=24&type=section&id=Overview) This section provides a high-level summary of the company's status as a blank check entity, its business combination efforts, and recent market changes - Investcorp AI Acquisition Corp. is a blank check company aiming for a business combination in the Indian market, having completed its IPO on May 12, 2022[129](index=129&type=chunk)[130](index=130&type=chunk) - Shareholders approved an extension of the business combination period to May 12, 2027, following significant redemptions totaling approximately **$17,521,050** in May 2025[135](index=135&type=chunk) - The company's securities were delisted from Nasdaq on May 6, 2025, and now trade on the OTC Markets due to non-compliance with Nasdaq listing rules[136](index=136&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, detailing the lack of operating revenues and the key factors influencing net income or loss - The company has not generated operating revenues and its activities have been limited to organizational efforts and identifying business combination targets[137](index=137&type=chunk)[138](index=138&type=chunk) Net Income (Loss) and Key Drivers ($) | Period | Net (Loss) Income ($) | Operating Costs ($) | Interest Earned on Trust Account ($) | Change in FV of Warrant Liability ($) | | :------------------------------- | :---------------- | :-------------- | :------------------------------- | :-------------------------------- | | Three Months Ended June 30, 2025 | $(511,758) | $313,131 | $91,623 | $(290,250) | | Three Months Ended June 30, 2024 | $1,681,247 | $319,152 | $1,419,899 | $580,500 | | Six Months Ended June 30, 2025 | $(610,317) | $595,270 | $275,203 | $(290,250) | | Six Months Ended June 30, 2024 | $2,015,776 | $513,267 | $2,819,294 | $(290,250) | - The shift from net income in 2024 to net loss in 2025 is primarily attributed to significantly lower interest income from the Trust Account and a negative change in the fair value of warrant liability[139](index=139&type=chunk)[140](index=140&type=chunk) [Liquidity, Capital Resources, and Going Concern Consideration](index=26&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern%20Consideration) This section discusses the company's financial liquidity, its reliance on sponsor funding, and the substantial doubt regarding its ability to continue as a going concern Liquidity and Cash Flow Summary (Six Months Ended June 30) ($) | Metric | 2025 ($) | 2024 ($) | | :------------------------------------------ | :----------- | :----------- | | Cash at June 30 | $977,227 | $272,826 | | Working Capital Deficit | $(4,888,645) | N/A | | Net cash used in operating activities | $(1,101,543) | $(483,951) | | Net cash provided by (used in) investing activities | $17,321,050 | $(600,000) | | Net cash (used in) provided by financing activities | $(16,274,878) | $1,080,000 | - The company had a working capital deficit of **$4,888,645** as of June 30, 2025, and its liquidity condition raises substantial doubt about its ability to continue as a going concern[141](index=141&type=chunk)[149](index=149&type=chunk) - The company relies on funds from the Sponsor, including a Working Capital Loan (**$2,836,172** outstanding as of June 30, 2025) and a Convertible Promissory Note, to finance transaction costs and operations[148](index=148&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - As of June 30, 2025, **$473,146** remained in the Trust Account, intended for the business combination, with **$977,227** held outside for general working capital[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements as of the reporting dates - As of June 30, 2025, and December 31, 2024, the company did not have any off-balance sheet arrangements[150](index=150&type=chunk) [Registration Rights](index=28&type=section&id=Registration%20Rights%20(MD%26A)) This section outlines the company's obligation to register certain securities for resale, granted to specific holders - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loan conversion have registration rights, requiring the company to register their securities for resale[151](index=151&type=chunk) [Working Capital Loan](index=28&type=section&id=Working%20Capital%20Loan%20(MD%26A)) This section details the non-interest bearing working capital loan from the Sponsor, including its terms and outstanding balance - The Sponsor provides a non-interest bearing Working Capital Loan, up to **$3,000,000**, which can be repaid upon business combination or converted into warrants[152](index=152&type=chunk)[153](index=153&type=chunk) Working Capital Loan Outstanding ($) | Date | Amount Outstanding ($) | | :---------------- | :----------------- | | June 30, 2025 | $2,836,172 | | December 31, 2024 | $1,790,000 | [Convertible Promissory Note—Sponsor](index=28&type=section&id=Convertible%20Promissory%20Note%E2%80%94Sponsor%20(MD%26A)) This section describes the non-interest bearing convertible promissory note from the Sponsor, outlining its purpose and principal balance - The Sponsor loaned the company up to **$1,650,000** via a non-interest bearing convertible promissory note to cover Extension Contributions, payable upon business combination or May 12, 2027[154](index=154&type=chunk) Convertible Promissory Note Outstanding ($) | Date | Principal Balance Outstanding ($) | | :---------------- | :---------------------------- | | June 30, 2025 | $1,650,000 | | December 31, 2024 | $1,450,000 | [Administrative Services Agreement](index=29&type=section&id=Administrative%20Services%20Agreement%20(MD%26A)) This section details the monthly fee paid to the Sponsor for administrative services and the associated accrued expenses - The company pays a monthly fee of **$10,000** to the Sponsor for office space, utilities, and administrative services[156](index=156&type=chunk) Accrued Expenses for Administrative Services ($) | Date | Accrued Expenses ($) | | :---------------- | :--------------- | | June 30, 2025 | $240,000 | | December 31, 2024 | $210,000 | [Critical Accounting Estimates](index=29&type=section&id=Critical%20Accounting%20Estimates%20(MD%26A)) This section highlights the critical accounting estimate related to the fair value measurement of warrants and the assumptions involved in their valuation - The company's critical accounting estimate relates to the fair value measurement of warrants, which are recorded as liabilities and re-measured at each balance sheet date[159](index=159&type=chunk) - Fair value determination for Private Placement Warrants involves assumptions for expected share-price volatility, expected life, and risk-free interest rate[160](index=160&type=chunk) [Recently Issued Accounting Standards](index=30&type=section&id=Recently%20Issued%20Accounting%20Standards%20(MD%26A)) This section discusses the expected impact of recently issued accounting standards, specifically ASU No. 2023-09, on the company's financial disclosures - Management expects the adoption of ASU No. 2023-09, effective for fiscal 2025, to result in disclosure changes only, with no material effect on financial statements[161](index=161&type=chunk)[162](index=162&type=chunk) [JOBS Act](index=30&type=section&id=JOBS%20Act%20(MD%26A)) This section explains the company's status as an emerging growth company under the JOBS Act and its election to delay adoption of new accounting standards - As an 'emerging growth company' under the JOBS Act, the company has elected to delay the adoption of new or revised accounting standards, which may impact comparability with non-emerging growth companies[163](index=163&type=chunk) - The company is evaluating other reduced reporting requirements provided by the JOBS Act, such as exemptions from auditor's attestation reports on internal controls and certain executive compensation disclosures[164](index=164&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Investcorp AI Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide market risk disclosures[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to an identified material weakness related to ineffective review controls. Remediation efforts are underway, but no material changes in internal control over financial reporting occurred during the quarter [Evaluation of Disclosure Controls and Procedures](index=31&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports the ineffectiveness of disclosure controls and procedures due to a material weakness in internal control over financial reporting - As of June 30, 2025, the company's disclosure controls and procedures were deemed not effective due to a material weakness in internal control over financial reporting[168](index=168&type=chunk) - The material weakness stemmed from an ineffective review control that led to a material adjustment to accrued expenses and an over accrual of legal fees in prior periods[168](index=168&type=chunk) - The company is actively undertaking remediation efforts with Audit Committee oversight to address the identified material weakness[169](index=169&type=chunk) [Changes in Internal Control over Financial Reporting](index=31&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section confirms that no material changes in internal control over financial reporting occurred during the most recent fiscal quarter - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[171](index=171&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety disclosures, other relevant details, and exhibits [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the filing date - There are no legal proceedings to report[173](index=173&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company stated that there have been no material changes to the risk factors previously disclosed in its IPO prospectus and annual report on Form 10-K - No material changes to risk factors disclosed in the final IPO prospectus (May 10, 2022) or annual report on Form 10-K (April 16, 2025)[174](index=174&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the issuance of Founder Shares and Private Placement Warrants, along with the use of proceeds from the IPO. It also highlights the significant redemptions of Class A ordinary shares that occurred in May 2025 - The Sponsor purchased **7,187,500 Class B ordinary shares (Founder Shares)** for **$25,000**, later adjusted to **6,468,750 shares**[175](index=175&type=chunk) - The IPO generated gross proceeds of **$225,000,000** from **22,500,000 units**, plus an additional **$33,750,000** from the over-allotment option[176](index=176&type=chunk) - **16,087,500 Private Placement Warrants** were sold to the Sponsor for **$1.00 each**, generating **$16,087,500** in gross proceeds[177](index=177&type=chunk) - After deducting offering costs of **$6,037,027**, **$266,512,500** of net proceeds from the IPO and private placement was placed in the Trust Account[179](index=179&type=chunk) - On May 12, 2025, holders of **1,449,359 Class A ordinary shares** exercised redemption rights at approximately **$12.09 per share**, totaling **$17,521,050**[181](index=181&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are no defaults upon senior securities[182](index=182&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[183](index=183&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[184](index=184&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including amendments to the Articles of Association, officer certifications, and XBRL-related documents - Exhibits include the Amendment to the Amended and Restated Memorandum and Articles of Association, certifications of Principal Executive and Financial Officers (31.1*, 31.2*, 32.1**, 32.2**), and various Inline XBRL documents[186](index=186&type=chunk)[187](index=187&type=chunk) [SIGNATURES](index=34&type=section&id=SIGNATURES) The report is duly signed on behalf of Investcorp AI Acquisition Corp. by its Principal Executive Officer, Nikhil Kalghatgi, and Principal Financial Officer and Principal Accounting Officer, Dean Clinton, on August 14, 2025 - The report was signed by Nikhil Kalghatgi, Principal Executive Officer, and Dean Clinton, Principal Financial Officer and Principal Accounting Officer, on August 14, 2025[190](index=190&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements, management's analysis, market risk disclosures, and internal controls for the quarter ended March 31, 2025 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for Q1 2025 reveal a net loss, reduced cash, a working capital deficit, and substantial doubt about the company's going concern status [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2025, total assets were $18.1 million, largely from the Trust Account, with a $5.11 million shareholders' deficit and significant redeemable shares Condensed Balance Sheet Summary (as of March 31, 2025) | Category | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $184,577 | $1,032,598 | | Cash and securities held in Trust Account | $17,852,573 | $17,518,993 | | **Total Assets** | **$18,100,900** | **$18,551,591** | | **Liabilities & Equity** | | | | Total Liabilities | $5,354,342 | $5,706,474 | | Class A ordinary shares subject to possible redemption | $17,852,573 | $17,518,993 | | Total Shareholders' Deficit | ($5,106,015) | ($4,673,876) | | **Total Liabilities, Redeemable Shares and Deficit** | **$18,100,900** | **$18,551,591** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $98,559 for Q1 2025, a reversal from prior-year net income, primarily due to lower trust account interest and no warrant liability fair value adjustment Comparison of Operations (Three Months Ended March 31) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Formation costs and operating expenses | $282,139 | $194,117 | | Interest earned on marketable securities held in Trust Account | $183,580 | $1,399,396 | | Change in FV of warrant liability | $0 | ($870,750) | | **Net (Loss) Income** | **($98,559)** | **$334,529** | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly increased to $848,021 in Q1 2025, with investing activities funded by a Sponsor's convertible promissory note, ending with $184,577 in cash Cash Flow Summary (Three Months Ended March 31) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($848,021) | ($181,594) | | Net cash used in investing activities | ($150,000) | ($300,000) | | Net cash provided by financing activities | $150,000 | $300,000 | | **Net Change in Cash** | **($848,021)** | **($181,594)** | | **Cash - End of period** | **$184,577** | **$95,183** | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, business combination deadline extension, Nasdaq delisting, going concern doubt due to a working capital deficit, and related-party transactions - The company is a blank check company formed to effectuate a business combination and has not commenced any operations; it will not generate operating revenue until a business combination is completed[23](index=23&type=chunk)[24](index=24&type=chunk) - The deadline to consummate a business combination has been extended to **May 12, 2027**, following shareholder approval and significant redemptions of Class A ordinary shares[36](index=36&type=chunk)[38](index=38&type=chunk) - The company's securities were delisted from Nasdaq on **May 6, 2025**, for failing to complete a business combination within 36 months of its IPO effectiveness, and now trade on the OTC Markets[41](index=41&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern due to its working capital deficit and recurring costs in pursuit of an acquisition[43](index=43&type=chunk)[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's SPAC status, Q1 2025 net loss, critical liquidity issues, and reliance on Sponsor loans, raising substantial doubt about its going concern ability - The company is a blank check company seeking a business combination, with an intended focus on the Indian market[116](index=116&type=chunk) - For Q1 2025, the company had a net loss of **$98,559**, consisting of **$282,139** in operating costs, partially offset by **$183,580** in interest earned from the Trust Account[126](index=126&type=chunk) - The company's securities were delisted from Nasdaq in **May 2025** and now trade on the OTC Markets, which may adversely affect trading price and liquidity[123](index=123&type=chunk) - Management has determined that the company's liquidity condition, with cash of **$184,577** and a working capital deficit, raises substantial doubt about its ability to continue as a going concern[133](index=133&type=chunk)[135](index=135&type=chunk) Sponsor Financing (as of March 31, 2025) | Loan Type | Outstanding Amount ($) | Purpose | | :--- | :--- | :--- | | Working Capital Loan | $1,790,000 | Working capital and extension contributions | | Convertible Promissory Note | $1,600,000 | Extension contributions | [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[151](index=151&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to a material weakness in internal control over financial reporting, with remediation efforts underway - Disclosure controls and procedures were determined to be ineffective as of **March 31, 2025**[154](index=154&type=chunk) - A material weakness was identified related to an ineffective review control, which previously resulted in a material adjustment to accrued expenses[154](index=154&type=chunk) - The company is actively working on remediating the material weakness, but sufficient time has not yet elapsed to conclude that the remediation is effective[155](index=155&type=chunk)[156](index=156&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, other information, and exhibits for the reporting period [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings for the current period - There are no legal proceedings[158](index=158&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors from the IPO prospectus and the most recent Form 10-K have occurred - The company states there have been no material changes to the risk factors disclosed in its prior SEC filings, including the IPO prospectus and the most recent Form 10-K[159](index=159&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Net proceeds of $266.5 million from the IPO and private placement were placed in the Trust Account, with no material change in their planned use - Net proceeds of **$266,512,500** from the Initial Public Offering and Private Placement were placed in the Trust Account[160](index=160&type=chunk) - There has been no material change in the planned use of proceeds from the offering[161](index=161&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[162](index=162&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this period - None reported[164](index=164&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including officer certifications required by Sarbanes-Oxley and Inline XBRL documents - The report includes officer certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[166](index=166&type=chunk) - Inline XBRL financial data files are also included as exhibits[166](index=166&type=chunk)

IPO and Initial Business Combination - The Company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[21]. - Following the IPO, the underwriter exercised their over-allotment option, resulting in an additional 3,375,000 units issued for $33.75 million[21]. - At the 2023 Extraordinary General Meeting, shareholders approved a proposal to extend the deadline for completing the Initial Business Combination to August 12, 2024, with 16,085,554 Class A ordinary shares redeemed for approximately $172.77 million[23]. - The 2024 Extraordinary General Meeting approved an extension to May 12, 2025, with 8,314,066 Class A ordinary shares redeemed for approximately $95.45 million[24]. - The Company entered into a business combination agreement with Bigtincan Holdings Limited on October 20, 2024, but this was later terminated on December 5, 2024[26][27]. - The company has until May 12, 2025, to consummate an Initial Business Combination, with the possibility of extending this period through monthly contributions from the Sponsor[85]. - The company is required to complete the Initial Business Combination with target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[156]. - If the Initial Business Combination is not completed within 36 months from the IPO closing, shareholders may only receive approximately $11.87 per share upon liquidation of the Trust Account[156]. - The company may complete its Initial Business Combination without a majority of Public Shareholders' support, as it can seek shareholder approval or allow redemption without a vote[64]. - The company may extend the period to consummate an Initial Business Combination by an additional three months on two separate occasions without providing shareholders with voting or redemption rights[60]. Business Strategy and Target Focus - The Company is actively seeking a business combination target, focusing on high-quality businesses in sectors such as artificial intelligence, healthcare, and fintech[28]. - The Company intends to target companies with an enterprise value exceeding $1 billion, emphasizing strong management teams and fundamentally sound operations[35]. - The company has a strategy to leverage its management team's network and expertise to identify and evaluate potential acquisition targets[29]. - The company may pursue acquisition opportunities in various industries, but has not yet identified specific target businesses[127]. - The company may engage in Initial Business Combinations with target businesses affiliated with its Sponsor, officers, or directors, which may present potential conflicts of interest[142]. Financial Condition and Risks - As of December 31, 2024, the Company had not commenced any operations and generated non-operating income solely from interest income[20]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[62]. - The company may depend on loans from its Sponsor or management team to fund its search for a target business, as there is a risk of insufficient net proceeds from the Initial Public Offering[62]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[46]. - The company may not be able to complete its Initial Business Combination within the prescribed time frame, potentially leading to liquidation[60]. - The company may face challenges in completing the Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - The company’s ability to complete the Initial Business Combination may be negatively impacted by market volatility and other risks, including the ongoing conflict between Russia and Ukraine[89]. - The company may not have sufficient funds to operate for at least 36 months following the Initial Public Offering if the funds outside the Trust Account are insufficient[106]. - The company may face liabilities under the Foreign Corrupt Practices Act (FCPA), which could negatively impact business operations and financial condition[187]. Shareholder Rights and Redemption - Public Shareholders may receive only $11.87 per share upon redemption if the Initial Business Combination is not completed, which is higher than the typical $10.00 per share in similar companies[95]. - If too many Public Shareholders exercise their redemption rights, it may hinder the ability to meet closing conditions for the Initial Business Combination[68]. - The Trust Account currently contains $11.87 per Class A ordinary share, which may incentivize Public Shareholders to redeem their shares[95]. - If the Initial Business Combination is not completed, Public Shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[105]. - The company expects its initial shareholders to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote[65]. Governance and Compliance - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[54]. - The company will remain an emerging growth company until it has total annual gross revenues of $1.235 billion or more[56]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[57]. - The company has a compliance period of 180 days, until May 28, 2025, to regain compliance with the MVLS requirement[207]. - If the company fails to regain compliance, its securities may be delisted, leading to reduced liquidity and potential classification as a "penny stock"[210]. Management and Operational Risks - The company currently has two officers and does not plan to hire full-time employees before completing its Initial Business Combination[49]. - Key personnel's departure could adversely affect the ability to operate and the success of the Initial Business Combination[189]. - The management of a target business may not possess the necessary skills to operate a public company, potentially impacting profitability[175]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the Initial Business Combination[195]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, leading to potential conflicts[199]. Financial Projections and Shareholder Impact - The net proceeds from the Initial Public Offering and private placement amounted to $259,606,250, which will be used to complete the Initial Business Combination[149]. - The nominal purchase price for the Founder Shares was $25,000, or approximately $0.0035 per share, which may lead to significant dilution for Public Shareholders[213]. - Upon consummation of the Initial Business Combination, the implied value per Public Share could drop to $2.21, representing a 20% decrease from the initial implied value[213]. - The company anticipates that if unable to complete the Initial Business Combination, public shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[140]. - The company may issue additional Class A ordinary shares or preference shares to complete the Initial Business Combination, which could significantly dilute existing shareholders' equity interests[141].

Financial Performance - The Company had a net income of $334,529 for the three months ended March 31, 2024, compared to a net income of $2,012,699 for the same period in 2023[133]. - The Company incurred operating costs of $194,117 for the three months ended March 31, 2024[133]. - The Company has a working capital deficit of $1,688,619 as of March 31, 2024[134]. Cash and Trust Account - As of March 31, 2024, the Company had cash held in the Trust Account of $109,731,142, which will be used to complete the Business Combination[138]. - The Sponsor agreed to contribute up to $1,200,000 to the Trust Account for each monthly period until the earlier of the completion of the initial business combination or August 12, 2024[125]. Business Combination and Liquidation - If the Company does not complete a Business Combination by August 12, 2024, it will cease operations and proceed with liquidation[129]. Shareholder Activity - Shareholders exercised redemption rights for 16,085,554 shares at a redemption price of approximately $10.74 per share, resulting in total redemption payments of $172,747,177[126]. - A total of $172,774,717 in redemption payments were made on August 18, 2023, following the redemption of 16,085,554 shares of Class A ordinary shares at a redemption price of approximately $10.74 per share[154]. - After the redemption, the Company had 9,789,446 shares of Class A ordinary shares outstanding[154]. Debt and Loans - The Company entered into a non-interest bearing convertible unsecured loan of up to $3,000,000 from the Sponsor to provide additional working capital[128]. - The Company entered into a non-interest bearing convertible unsecured loan of up to $3,000,000 from the Sponsor to provide additional working capital and fund Extension Contributions[146]. - The Company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2024[143]. - As of March 31, 2024, the outstanding principal balance of the 2023 Note was $800,000, up from $500,000 as of December 31, 2023[149]. IPO and Underwriting - The Company generated gross proceeds of $225,000,000 from the Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share[135]. - The Company granted the underwriter a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, which was exercised concurrently with the IPO[150]. Accounting Standards - The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements[158]. - The Company expects the adoption of ASU 2023-09 to result in disclosure changes only, effective for annual periods beginning after December 15, 2024[159]. Redemption Value - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable ordinary shares accordingly[155]. - The Company has determined that the value of the conversion option for the loan is de minimis, based on the valuation of its Private Placement Warrants[146]. Promissory Notes - The Company has no amounts outstanding on the promissory note related to the Initial Public Offering as of March 31, 2024[148].

IPO and Business Combination Timeline - The company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[26]. - Following the extraordinary general meeting on August 11, 2023, shareholders approved the extension of the business combination deadline to August 12, 2024, and 16,085,554 Class A ordinary shares were redeemed at approximately $10.74 per share, totaling about $172.77 million[27]. - The company has until August 12, 2024, to consummate a business combination, with a maximum aggregate contribution to the trust account not exceeding $1,200,000[89]. - If the business combination is not completed by August 12, 2024, the company will redeem public shares at a price equal to the amount in the Trust Account, minus up to $100,000 for dissolution expenses[84]. - If the initial business combination is not completed within 27 months of the IPO closing, public shareholders may only receive approximately $10.30 per share upon liquidation[130]. Business Strategy and Target Focus - The company intends to focus its acquisition efforts on high-growth sectors in India, including healthcare, software, consumer services, IT services, business-to-business, and fintech[36]. - The company aims to target companies with an enterprise value exceeding $1 billion, emphasizing appropriate valuations and strong management teams[37]. - The company may pursue acquisition opportunities in various industries, including early-stage or financially unstable businesses, which carry inherent risks[137]. Financial Condition and Risks - The company has generated non-operating income from interest on proceeds from the IPO, but no operational activities have been initiated since inception[33]. - The company is subject to risks associated with early-stage and emerging growth companies, particularly due to geopolitical factors such as the invasion of Ukraine by Russia[35]. - The company faces risks related to the ability of public shareholders to redeem shares, which may affect the attractiveness of its financial condition to potential targets[63]. - If the company does not complete its initial business combination, public shareholders may receive only approximately $10.30 per share upon liquidation[149]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[156]. Shareholder Dynamics and Governance - Initial shareholders need 1,660,349 public shares (16.96%) to approve the initial business combination, assuming all shares are voted[67]. - The company expects initial shareholders to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote[67]. - Initial shareholders collectively own 20% of the issued and outstanding shares as of December 31, 2023[153]. - Initial shareholders will control the election of the board of directors until the completion of the initial business combination, holding 20% of the issued ordinary shares[174]. - Initial shareholders may exert significant influence over actions requiring a shareholder vote until the completion of the initial business combination[183]. Competition and Market Conditions - There is intense competition for business combination opportunities from other entities, which may limit the company's ability to acquire larger targets due to available financial resources[51]. - The increasing number of special purpose acquisition companies may lead to a scarcity of attractive targets, increasing costs or hindering the ability to find a target[106]. - The company may face increased competition for attractive business combination targets due to the rise of special purpose acquisition companies, potentially leading to higher financial demands from target companies[107]. Operational and Regulatory Challenges - The company may face regulatory review from CFIUS, which could impact transaction certainty and timing[82]. - Changes in laws or regulations could materially affect the company's ability to complete its initial business combination and operations[131]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an acquisition[184]. Trust Account and Financial Provisions - The trust account will initially contain $10.30 per Class A ordinary share, potentially increasing to approximately $11.10 per share if the sponsor makes total contributions of $1,200,000[99]. - The nominal purchase price for founder shares was $25,000, approximately $0.0035 per share, which may lead to significant dilution of public shares upon business combination[218]. - The company must maintain a market value of listed securities of at least $50 million and a minimum of 1.1 million publicly held shares to remain listed on Nasdaq[215]. Management and Operational Risks - The management team possesses extensive experience in sourcing, structuring, and executing mergers and acquisitions, which is expected to provide a competitive advantage in identifying suitable targets[46]. - The departure of key personnel from an acquisition candidate could negatively impact the operations and profitability of the post-combination business[182]. - Limited ability to assess the management of a prospective target business may lead to a combination with management lacking necessary skills[189]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[58]. - The company may not proceed with a business combination if it would cause shares to be considered a "penny stock" under the Exchange Act[75]. - The company has not verified whether its sponsor has sufficient funds to satisfy indemnity obligations, which could impact the funds available for business combinations[118].

Financial Performance - As of September 30, 2023, the Company had a net income of $6,755,292, consisting of operating costs of $1,307,228 and interest earned from investments held in the Trust Account of $8,614,558[129]. - The Company incurred operating costs of $461,510 for the three months ended September 30, 2023, compared to $273,246 for the same period in 2022[128]. - The Company had a loss due to change in fair value of warrants of $552,038 for the nine months ended September 30, 2023[129]. Cash and Working Capital - The Company had cash of $30,414 and a working capital deficit of $427,503 as of September 30, 2023[130]. - The Company had investments held in the Trust Account amounting to $106,318,563 as of September 30, 2023[134]. - The Company intends to use substantially all funds held in the Trust Account to complete the Business Combination and for working capital of the target business[134]. Initial Public Offering and Shareholder Actions - The Company generated gross proceeds of $225,000,000 from the Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share[131]. - A total of $172,774,717 in redemption payments were made, with 16,085,554 shares of Class A ordinary shares redeemed at a per share price of approximately $10.74[124]. - Shareholders approved the extension of the business combination deadline from August 12, 2023, to August 12, 2024[148]. Business Combination and Liquidation - The Company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation[137]. - Following the redemption, the Company has 9,789,446 Class A ordinary shares outstanding[148]. Accounting and Reporting - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable ordinary shares accordingly[149]. - Warrants are classified as either equity or liability based on specific terms and applicable guidance, requiring professional judgment[150]. - For warrants meeting equity classification criteria, they are recorded as additional paid-in capital at issuance[151]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[152]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[154]. Sponsor Contributions - The Sponsor agreed to contribute up to $1,200,000 to the Company's Trust Account for monthly contributions until August 12, 2024, to facilitate the business combination[123].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,532,578, which includes interest earned from marketable securities of $3,221,233 and a change in fair value of warrants of $831,938[119] - For the six months ended June 30, 2023, the company had a net income of $5,545,277, with operating costs of $845,718 and interest income from marketable securities of $6,111,095[120] - Cash used in operating activities for the six months ended June 30, 2023, was $524,397, compared to $1,475,593 for the same period in 2022[123][124] - The company incurred operating costs of $520,593 for the three months ended June 30, 2023, which is slightly lower than the $523,547 incurred in the same period of 2022[119] Cash and Investments - As of June 30, 2023, the company had cash held in the Trust Account amounting to $276,389,817, which is intended to be used for completing a Business Combination[126] - As of June 30, 2023, the company had $111,168 in cash held outside the Trust Account, primarily for identifying and evaluating target businesses[127] - The company generated gross proceeds of $225,000,000 from its Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share, with an additional $33,750,000 from the underwriter's over-allotment option[122] - The company intends to use substantially all funds held in the Trust Account and proceeds from forward purchase shares to complete its Business Combination[126] - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023[130] Business Combination and Regulatory Compliance - The company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation[129] - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act, thus not required to provide detailed market risk disclosures[145] - The company remains focused on compliance with regulatory requirements without additional disclosures[145] Conference Call Insights - No specific financial performance metrics or user data were disclosed in the conference call[145] - Future outlook and performance guidance were not provided due to the company's reporting status[145] - There were no mentions of new product or technology developments during the call[145] - Market expansion strategies and potential mergers or acquisitions were not discussed[145] - The company did not outline any new strategic initiatives in the conference call[145] - Overall, the call lacked quantitative data and specific performance insights[145] - No updates on user metrics or customer engagement were shared[145] - The absence of detailed financial disclosures limits the analysis of the company's market position[145]

Financial Performance - As of March 31, 2023, the company reported a net income of $2,012,699, driven by interest income of $2,889,862 and a change in fair value of warrants amounting to $552,038 [116]. - The company incurred operating costs of $325,125 for the three months ended March 31, 2023, with cash used in operating activities amounting to $298,742 [120]. - The company has not engaged in any operations or generated revenues to date, focusing instead on organizational activities and identifying target companies for a business combination [115]. Cash and Capital Structure - The company had cash held in the Trust Account of $273,168,584 as of March 31, 2023, which is intended to be used for completing a Business Combination [121]. - As of March 31, 2023, the company had $337,093 in its operating bank account and a working capital of $571,092 [117]. - The company generated gross proceeds of $225,000,000 from its Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share, with an additional $33,750,000 from the underwriter's over-allotment option [118]. - The company sold 14,400,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $14,400,000 [118]. - As of March 31, 2023, the company had no long-term debt obligations or off-balance sheet arrangements [125]. Business Combination and Future Plans - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [122]. - The company has a potential obligation to consummate an initial Business Combination within 24 months from the closing of its Initial Public Offering, raising concerns about its ability to continue as a going concern if not completed [124].

Company Operations and IPO - The Company has not yet commenced any operations and all activities from inception through December 31, 2022, relate to its formation and Initial Public Offering (IPO) [21] - The IPO generated gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit, with an additional $33.75 million from the underwriter's over-allotment option [22] - The Company sold 14,400,000 private placement warrants at $1.00 each, generating gross proceeds of $14.4 million, along with an additional $1.6875 million from the sale of 1,687,500 warrants due to the over-allotment option [23] - The net proceeds from the Initial Public Offering and private placement amount to $259,606,250, which will be used to complete the initial business combination [146] - Approximately $2,150,000 will be available outside the trust account for working capital requirements, with offering expenses estimated at $1,000,000 [105] Business Combination Strategy - The Company intends to focus its search for a business combination target in India, particularly in high-growth sectors such as healthcare, software, consumer services, IT services, and fintech [26] - The Company aims to target companies with an enterprise value in excess of $1 billion, emphasizing appropriate valuations and strong management teams [29] - The management team has extensive experience in sourcing, structuring, and acquiring businesses, which is expected to provide a competitive advantage in identifying suitable acquisition candidates [39] - The management team believes that their diverse experience and industry knowledge will create significant shareholder value through successful business combinations [40] - The company may pursue initial business combinations with affiliated targets, requiring an independent fairness opinion in such cases [43] Financial Reporting and Compliance - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC [48] - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [52] - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.07 billion [54] - The company is a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain market value or revenue thresholds are met [55] - A material weakness in internal control over financial reporting has been identified, which may impact the accuracy of financial statements [167] Risks and Challenges - The Company acknowledges potential impacts from global events such as COVID-19 and geopolitical tensions, which may affect its search for business combinations [24] - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to complete business combinations [45] - The ongoing geopolitical tensions, particularly due to the invasion of Ukraine by Russia, may adversely affect the company's search for a business combination [77] - Market disruptions resulting from geopolitical tensions could lead to significant volatility in commodity prices and capital markets, impacting the company's operations [78] - The company may face bankruptcy risks if it distributes proceeds from the trust account to public shareholders before addressing creditor claims, potentially leading to claims of punitive damages against the board of directors [111] Shareholder Rights and Redemption - The ability of public shareholders to redeem shares for cash may make the company less attractive to potential business combination targets [58] - The company may complete its initial business combination even if a majority of public shareholders do not support it, as it can seek shareholder approval or allow redemption through a tender offer [62] - If seeking shareholder approval, the company needs 9,703,126 shares (37.5%) or 1,617,189 shares (6.25%) of the 25,875,000 public shares sold in its IPO to be voted in favor of the transaction [63] - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon completion of the initial business combination [66] - If too many public shareholders exercise their redemption rights, it may hinder the company's ability to meet closing conditions for a business combination [71] Governance and Management - The company has no material litigation or governmental proceedings currently pending against it or its management team [56] - The sponsor may prefer to complete a business combination with a weaker target to avoid failing to complete any business combination, creating a conflict of interest [88] - The initial shareholders collectively own 20% of the ordinary shares and may influence votes on amendments to governing documents [158] - The company may engage its sponsor or an affiliate as an advisor for business combinations, which may create potential conflicts of interest [131] - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the search for business combinations [197] Market and Economic Conditions - Changes in the Indian government's economic policies could adversely affect the attractiveness of potential target businesses in India [179] - The Indian economy may face substantial inflationary pressures, which could significantly decrease profitability following the initial business combination [182] - Risks associated with acquiring and operating a business in foreign countries include difficulties in managing cross-border operations and compliance with local regulations [183] - Exchange rate fluctuations may adversely affect the financial condition and results of operations if a non-U.S. target is acquired, as revenues would likely be received in foreign currency [188] - The company may be exposed to liabilities under the Foreign Corrupt Practices Act, which could negatively impact business operations and financial condition [189] Future Outlook and Considerations - The company may need to search for an alternate business combination if it cannot proceed with the current one due to redemption requests affecting net tangible assets [67] - The company may extend the period to consummate a business combination by an additional three months on two separate occasions, requiring a deposit of $2,587,500 ($0.10 per share) for each extension [80] - If the company fails to complete its initial business combination within the prescribed time frame, public shareholders may receive only $10.30 per share, or less, and warrants will expire worthless [84] - The company may face challenges in obtaining additional financing necessary for completing its initial business combination, which could lead to restructuring or abandonment of the transaction [161] - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition [144]

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $2,382,466, consisting of operating costs of $273,246, interest earned of $1,204,462, and a change in fair value of the warrant liability of $1,451,250[116]. - For the nine months ended September 30, 2022, the company achieved a net income of $3,572,165, with operating costs of $796,793, interest income of $1,466,458, and a change in fair value of warrants amounting to $2,902,500[117]. Cash and Working Capital - As of September 30, 2022, the company had $857,864 in its operating bank account and a working capital of $1,271,698[118]. - As of September 30, 2022, the company held cash of $267,978,958 in the Trust Account, with interest income of $1,466,458 earned from this account[120]. Initial Public Offering - The company completed its Initial Public Offering on May 12, 2022, raising gross proceeds of $225,000,000 from the sale of 22,500,000 Class A Public Shares at $10.00 per share, with an additional $33,750,000 from the underwriter's over-allotment option[118]. Business Combination - The company intends to use substantially all funds in the Trust Account and proceeds from forward purchase shares to complete its Business Combination[121]. - The company must consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering, or face mandatory liquidation[124]. - The company has the option to convert up to $3,000,000 of Working Capital Loans into warrants at a price of $1.00 per warrant upon consummation of a Business Combination[123]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[135]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[136]. Investment Strategy - The net proceeds from the Initial Public Offering will be invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[138]. - The company has not engaged in any hedging activities since inception and does not plan to do so regarding market risk[139]. Operations - The company has not engaged in any operations or generated revenues to date, with non-operating income derived solely from interest on cash and cash equivalents[115]. - As of September 30, 2022, the company had no off-balance sheet arrangements or long-term debt obligations[125][126].