Invest Green Acquisition Corp. Files 8-K with Material Agreements & Officer Changes

TL;DR

IGACU filed an 8-K detailing a material definitive agreement, equity sales, and board/officer changes.

AI Summary

Invest Green Acquisition Corp. (IGACU) announced on November 24, 2025, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and officer appointments. Additionally, the filing details compensatory arrangements for certain officers and other events.

Why It Matters

This 8-K filing indicates significant corporate actions by Invest Green Acquisition Corp., including new agreements and personnel changes, which could impact its strategic direction and future performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and regulatory compliance.

Key Players & Entities

• Invest Green Acquisition Corp. (company) — Filer of the 8-K report
• IGACU (company) — Ticker symbol for Invest Green Acquisition Corp.
• November 24, 2025 (date) — Date of earliest reportable event
• November 26, 2025 (date) — Date as of change
• November 28, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share IGAC The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $172,500,000 — per Unit, generating gross proceeds of $172,500,000. In connection with the Offering, the
• $5.00 — ") to the Sponsor and CCM at a price of $5.00 per Private Placement Unit, generating
• $4,350,000 — ment Unit, generating gross proceeds of $4,350,000 (the "Private Placement"). No underwrit

Filing Documents

• ea0266833-8k_invest.htm (8-K) — 50KB
• ea026683302ex1-1_invest.htm (EX-1.1) — 272KB
• ea026683302ex3-1_invest.htm (EX-3.1) — 384KB
• ea026683302ex4-1_invest.htm (EX-4.1) — 70KB
• ea026683302ex10-1_invest.htm (EX-10.1) — 85KB
• ea026683302ex10-2_invest.htm (EX-10.2) — 45KB
• ea026683302ex10-3_invest.htm (EX-10.3) — 117KB
• ea026683302ex10-4_invest.htm (EX-10.4) — 39KB
• ea026683302ex10-5_invest.htm (EX-10.5) — 41KB
• ea026683302ex10-6_invest.htm (EX-10.6) — 125KB
• ea026683302ex99-1_invest.htm (EX-99.1) — 7KB
• ea026683302ex99-2_invest.htm (EX-99.2) — 6KB
• ex3-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-25-115704.txt ( ) — 1735KB
• igacu-20251124.xsd (EX-101.SCH) — 4KB
• igacu-20251124_def.xml (EX-101.DEF) — 26KB
• igacu-20251124_lab.xml (EX-101.LAB) — 37KB
• igacu-20251124_pre.xml (EX-101.PRE) — 25KB
• ea0266833-8k_invest_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 24, 2025, the registration statement on Form S-1 (File No. 333-288875) (the "Registration Statement") relating to the initial public offering (the "Offering") of Invest Green Acquisition Corporation, a Cayman Islands exempted company (the "Company"), became effective. On November 26, 2025, the Company consummated the Offering of 17,250,000 units (the "Units"), which included the full exercise of the underwriters' over-allotment option. Each Unit consists of one class A ordinary share, par value $0.0001 per share (the "Class A Ordinary Shares"), and one right (each, a "Right") entitling the holder thereof to receive one-tenth of one Class A Ordinary Share upon the completion of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000. In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated November 24, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC ("CCM"), as representative of the underwriters named therein, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference; A Share Rights Agreement, dated November 24, 2025, between the Company and Continental Stock Transfer and Trust Company ("CST"), as rights agent, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference; An Investment Management Trust Agreement, dated November 24, 2025, between the Company and CST, as trustee, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference; A Letter Agreement, dated November 24, 2025, between the Company, IG SPAC Sponsor LLC (the "Sponsor") and each of the office

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On November 26, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate of 870,000 units (the "Private Placement Units") to the Sponsor and CCM at a price of $5.00 per Private Placement Unit, generating gross proceeds of $4,350,000 (the "Private Placement"). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that the Private Placement Units are subject to certain transfer restrictions described in the Registration Statement.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of November 24, 2025, the following individuals were appointed to the board of directors of the Company: David Dusseault, Eric Luo, Jing Nealis, and Francisco Snchez. Additional information regarding, among other things, each individual's background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On November 26, 2025, the Company filed its amended and restated memorandum and articles of association (the "Amended Articles") with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares, and 5,000,000 preference shares par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A total of $172,500,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company's public shareholders (the "Trust Account"), with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company's initial business combination, (b) the redemption of all of the Class A Ordinary Shares included in the Units sold in the Offering ("public shares") if the Company is unable to complete its initial business combination within 24 months from the closing of the Offering or such later time as the shareholders of the Company may approve in accordance with the Amended Articles, subject to applicable law, and (c) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Amended Articles (A) to modify the substance or timing of the Company's obligation to redeem 100% of its public shares if the Company does not comp

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated November 24, 2025, between the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Share Rights Agreement, dated November 24, 2025, between the Company and CST. 10.1 Investment Management Trust Agreement, dated November 24, 2025, between the Company and CST. 10.2 Letter Agreement, dated November 24, 2025, by and among the Company, the Sponsor, the initial shareholders and each officer and director of the Company. 10.3 Registration Rights Agreement, dated November 24, 2025, among the Company, the Sponsor and certain securityholders. 10.4 Private Placement Units Purchase Agreement, dated November 24, 2025, between the Company and Sponsor. 10.5 Private Placement Units Purchase Agreement, dated November 24, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC. 10.6 Form of Indemnity Agreement. 99.1 Press Release, dated November 24, 2025. 99.2 Press Release, dated November 26, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Invest Green Acquisition Corporation By: /s/ Andrew McLean Name: Andrew McLean Title: Chief Executive Officer Date: November 26, 2025 4

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View this 8-K filing on SEC EDGAR