Business Context and Reporting Period
Company: Indigo Acquisition Corp. (INAC)
Reporting Period: Quarter ended June 30, 2025 (Form 10-Q)
Status: Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC). As of the balance sheet date, the Company had not commenced operations. The registration statement for the Initial Public Offering (IPO) was declared effective on June 30, 2025, with the IPO consummated on July 2, 2025.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2025 | Period from Inception (June 7, 2024) to June 30, 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(197,509) | $(16,532) |
| Formation & Operating Costs | $88,759 | $16,532 |
| Share-Based Compensation | $108,750 | $0 |
| Cash (End of Period) | $5,771 | $0 |
| Total Assets | $316,940 | $2,263 |
| Total Liabilities | $419,381 | $15,945 |
| Shareholders' Deficit | $(102,441) | $(13,682) |
Debt & Liquidity: As of June 30, 2025, the Company held $5,771 in cash. Current liabilities included $175,000 in promissory notes from related parties and $208,631 in accrued offering costs. The Company had no long-term debt.
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO period. Significant capital events occurred immediately after the reporting period:
- Initial Public Offering (July 2, 2025): Sold 10,000,000 Units at $10.00 per unit, generating $100,000,000 in gross proceeds.
- Private Placement (July 2, 2025): Sold 350,000 Private Placement Units to the Sponsor and underwriters, generating $3,500,000.
- Over-Allotment Exercise (July 11, 2025): Underwriters exercised the option to purchase an additional 1,500,000 Units ($15,000,000 proceeds) and 30,000 Private Placement Units ($300,000 proceeds).
- Trust Account: A total of $115,000,000 was deposited into the Trust Account following the IPO and over-allotment.
- Transaction Costs: Total transaction costs amounted to $6,741,773, including $2,300,000 in cash underwriting fees and $4,025,000 in deferred underwriting fees.
- Debt Repayment: The $175,000 promissory note outstanding at June 30, 2025, was fully repaid in July 2025 using IPO proceeds.
Outlook, Risks, and Management Commentary
Outlook: The Company intends to use proceeds from the IPO and Private Placement to consummate a Business Combination. It has 21 months from the closing of the IPO to complete a transaction. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account.
Risks:
- Business Combination Risk: No assurance exists that the Company will successfully identify or complete a Business Combination.
- Liquidity Risk: Prior to the IPO, liquidity was limited to related party loans and minimal cash. Post-IPO liquidity is dependent on the Trust Account and working capital outside the trust.
- Redemption Risk: Public shareholders have the right to redeem shares for a pro-rata portion of the Trust Account, which could reduce funds available for the transaction.
Unusual Items: The net loss for the six months ended June 30, 2025, includes a non-cash share-based compensation expense of $108,750 related to the transfer of Founder Shares to director nominees.
Investor Verification Checklist
- IPO Closing Date: Verify the final closing date of the IPO and over-allotment (July 2 and July 11, 2025) to confirm the timing of cash inflows not reflected in the June 30 balance sheet.
- Trust Account Balance: Confirm the $115,000,000 deposit into the Trust Account and the interest earning potential.
- Deferred Underwriting Fees: Note the $4,025,000 deferred fee liability payable upon completion of a Business Combination.
- Share Forfeiture: Confirm that the 375,000 Founder Shares subject to forfeiture were released following the full exercise of the over-allotment option.
- Related Party Transactions: Review the terms of the administration fee ($10,000/month) and the repayment of the related-party promissory note.