Invest Green Acquisition Corp. (IGAC) - 10-K Summary
Business Context and Reporting Period
Company: Invest Green Acquisition Corp. (IGAC)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: April 7, 2025)
Business Model: Cayman Islands exempted company (SPAC) formed to effect a business combination with one or more target businesses, focusing on renewable energy, sustainable finance, and nuclear energy sectors.
Status: No operating history or revenues to date. The company is in the pre-business combination phase.
Key Financial Metrics
| Metric | Value |
|---|---|
| Net Loss (Inception to Dec 31, 2025) | $(351,286) |
| Trust Account Balance (Dec 31, 2025) | $173,095,822 |
| Cash Outside Trust (Dec 31, 2025) | $389,108 |
| Deferred Underwriting Fee | $6,900,000 |
| Working Capital Note (Subsequent Event) | $3,500,000 (Convertible) |
| Shares Outstanding (Class A Public) | 17,250,000 (Subject to redemption) |
| Shares Outstanding (Class B Founder) | 5,750,000 |
Material Changes and IPO Details
- Initial Public Offering (IPO): Consummated on November 26, 2025. Sold 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000. This included the full exercise of the underwriters' over-allotment option (2,250,000 units).
- Private Placement: Simultaneously sold 870,000 private placement units to the Sponsor and underwriters at $5.00 per unit, generating $4,350,000.
- Trust Account Funding: $172,500,000 was deposited into the Trust Account ($10.00 per public unit). As of December 31, 2025, the balance grew to $173,095,822 due to interest income of $595,822.
- Operating Costs: Total transaction costs were $11,007,737, comprising $3,450,000 in cash underwriting fees, $6,900,000 in deferred fees, and $657,737 in other offering costs.
- Net Loss Drivers: The net loss of $351,286 was driven by share-based compensation ($746,940) and formation/operating costs ($200,168), partially offset by interest income.
Guidance, Outlook, and Risks
- Business Combination Deadline: The company must complete an initial business combination by November 26, 2027 (24 months from IPO). Failure to do so will result in liquidation and redemption of public shares.
- Redemption Rights: Public shareholders may redeem shares for a pro-rata portion of the Trust Account (approx. $10.03 per share as of Dec 31, 2025) upon the completion of a business combination or liquidation.
- Financing: The company has issued a $3,500,000 convertible promissory note to the Sponsor (dated Feb 17, 2026, effective Dec 1, 2025) to fund working capital. This note is convertible into units at $5.00 per unit upon a successful business combination.
- Key Risks:
- Investment Company Act: Risk of being deemed an unregistered investment company if Trust Account assets are held too long in securities; management may liquidate securities to cash to mitigate this.
- Geopolitical Factors: Conflicts in Ukraine and the Middle East may impact capital markets and target availability.
- Liquidity: Reliance on Sponsor loans and working capital outside the Trust Account to fund operations until a business combination is consummated.
- Regulatory: New SEC SPAC rules may increase disclosure burdens and transaction costs.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the redemption price per share.
- Extension Provisions: Review the specific shareholder vote thresholds required to extend the business combination deadline beyond November 26, 2027.
- Sponsor Commitment: Confirm the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce the Trust Account below $10.00 per share.
- Convertible Note Terms: Assess the dilution impact of the $3,500,000 Working Capital Note if converted at $5.00 per unit.
- Target Criteria: Evaluate the management team's specific track record in the renewable energy and nuclear sectors to assess deal sourcing capability.