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IGAC • CIK 0002075068
Note 1 — Organization and Business Operations Invest Green Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on April 7, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from April 7, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). The Company will not generate any operating revenue until after the completion of its initial Business Combination. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering became effective on November 24, 2025. On November 26, 2025, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one Class A ordinary share and one tenth (1/10) of one right (each, a “Public Right”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 870,000 units (the “Private Placement Units”) at a price of $5.00 per Private Placement Unit, in a private placement to the Company’s sponsor, IG SPAC Sponsor LLC (the “Sponsor”) and the underwriters, generating gross proceeds of $4,350,000. Of those 870,000 Private Placement Units, the Sponsor purchased 480,000 Private Placement Units, and the underwriters used a portion of their underwriting discount and commission and purchased 390,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share (each “Private Placement Share”) and one tenth (1/10) of one right (each “Private Placement Right”). Transaction costs amounted to $11,007,737, consisting of $3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting fee, and $657,737 of other offering costs. Following the closing of the Initial Public Offering, on November 26, 2025, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer and Trust Company (“CST”) acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.…