Investcorp India Acquisition Corp

ITEM 1A. RISK FACTORS 

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in (i) our final prospectus for our Initial Public Offering filed with the SEC on May 10, 2022, and (ii) our annual report on Form 10-K filed with the SEC on April 16, 2025. Any ofIn addition to risks previously disclosed, these following risk factors could result in ahave become material significant once the filing of our material adverost recent Annual Report:

Change in Sponsorship.

On August 28, 2025, we consummated the Purchase effect on our resultsAgreement pursuant to which Samara Special Opportunities acquired control of operations or financial condithe Company from ICE I Holdings Pte. Ltd. Samara has no prior track record as a SPAC sponsor, and there can be no assurance that Samara will be able to identify, negotiate, and consummate a Business Combination. Additional risk factors not present within the Combination Period ending May 12, 2028, or that any such Business Combination will provide value to shareholders.

OTC Market Trading.

Following the formal Nasdaq delisting on July 14, 2025, the Companys securities now trade only knowon to us or that we currently deem immaterial may also ihe OTC Markets. OTC trading is substantially less liquid than exchange-listed trading, which may adversely affect the trading price of our securities and the ability of shareholders to buy or sell our securities.

Pendency of the Business Combination Agreement.

On April 8, 2026, the Company entered into the Business Combination Agreement (described in Note 12 in the accompair our businenying financial statements). Consummation is subject to numerous conditions, including effectiveness or results of operations. As of f a Form F-4, shareholder approval, regulatory approvals, and Nasdaq listing approval of New Pubco. There can be no assurance the date ofse conditions will be satisfied or this Quarterly Report, there have been no mat the Business Combination will be consummated by the outside termination date of November 4, 2026, or at all. If the Business Combination is not consummaterial changes to td, the Company may be required to liquidate if it is unable to consummate any business combination prior to May 12, 2028. The risk factors disclosed in (i) opendency of the transaction may also adversely affect the trading price of our final prospectus for our Initial Public Offersecurities, divert managements attention, and result in significant transaction costs regardless of outcome.

Concentration of Voting Power Following Completion of the Business Combination.

Following the Business Combination, Blue Finances controlling filed with the SEC on May 10, 2022 or (ii) our annual report on Form 10-K filed with the SEC on April 16shareholder and his affiliates are expected to hold a majority of New Pubcos voting power and will be able to control the election of directors, amendments to organizational documents, and other matters submitted to shareholders. This concentration may limit other shareholders influence and adversely affect the market price of New Pubcos securities.

Limited Trust Account Funds and Reliance on Sponsor Financing.

As of September 30, 2025, except we mthe Trust Account held only $322,083 (excluding $155,957 payable to redeeming shareholders), following the May disclose changes to such factors or disclose addi2025 redemption of substantially all of the Companys public shares. The Companys ability to pay transaction expenses, fund extension contributions to the Trust Account, and continue its operations in pursuit of the Business Combination is dependent upon the willingness and ability of Samara Special Opportunities to fund such expenses and contributional factors from time to time in our futurs. There can be no assurance that Samara will continue to provide such funding or that any such funding will be sufficient to permit the Company to consummate the Business Combination. Failure to obtain adequate filings with tunding could result in the Companys inability to consummate the Business Combination and require the SEC.

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Company to liquidate.

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