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INAC • CIK 0002063816
We are a blank check company incorporated on June 7, 2024 in the Cayman Islands as an exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). Our sponsor is Indigo Sponsor Group, LLC, an entity affiliated with our officers and directors (the “Sponsor”). On June 7, 2024, we issued an aggregate of 2,875,000 ordinary shares to EBC Holdings, Inc., an affiliate of EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in our initial public offering (“Initial Public Offering”), for an aggregate purchase price of $5,000. On March 7, 2025, EBC Holdings, Inc. transferred an aggregate of 2,165,000 ordinary shares (the “Founder Shares”) to our Sponsor and our directors for an aggregate purchase price of approximately $3,765, or approximately $0.002 per share, the same per-share purchase price originally paid by EBC Holdings, Inc. for such shares. On July 2, 2025, the Company consummated its initial public offering (“Initial Public Offering”) of 10,000,000 Units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”). Each Unit consists of one Ordinary Share and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of an aggregate of 350,000 Units (the “Private Placement Units”) to the Sponsor and EBC and their designees, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,500,000. Of the 350,000 Private Placement Units, the Sponsor and its designees purchased 225,000 Private Placement Units and EBC purchased 125,000 Private Placement Units. On July 11, 2025, the Company consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the consummation of the over-allotment option on July 11, 2025, the Company also consummated the sale of an additional 30,000 Private Placement Units to the Sponsor and EBC (19,286 to the Sponsor and 10,714 to EBC) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $300,000. The Private Placement Units are identical to the Units sold in the Initial Public Offering. The Ordinary Shares contained in the Private Placement Units are referred to herein as the “Private Placement Shares” and the Rights contained in the Private Placement Units are referred to herein as the “Private Placement Rights”). The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units (except to certain transferees) until the completion of a Business Combination. Upon the closing of the Initial Public Offering and the sale of the Private Placement Units, $115,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Units in the Private Placement were deposited into a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be held as cash or cash demand deposits or invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Effecting a Business Combination General We are not limited to target businesses in any specific industry or geographic location.…