Invest Green Acquisition Corp 8-K

What Happened

• Invest Green Acquisition Corp (IGAC) filed an 8-K (Feb 23, 2026) disclosing that on February 17, 2026 it issued an unsecured promissory note for $3,500,000 to IG SPAC Sponsor LLC that is effective as of December 1, 2025.
• The note is payable on the date the Company consummates a business combination (the “Maturity Date”). Sponsor may elect, any time before the Maturity Date, to convert outstanding amounts into Working Capital Units at a conversion price of $5.00 per unit. The note bears no interest.

Key Details

• Principal amount: $3,500,000 (unsecured, no interest).
• Conversion terms: $5.00 per Working Capital Unit; 1 unit = 1 Class A share + 1 Working Capital Right.
• If fully converted: 700,000 Working Capital Units (3,500,000 / $5), which would deliver 700,000 Class A shares and 700,000 rights; each right entitles holder to 0.1 Class A share on completion of the business combination (implying up to an additional 70,000 shares).
• Note effective date: December 1, 2025; issued February 17, 2026. Unit terms match the private placement units sold with the Company’s IPO that closed November 26, 2025.

Why It Matters

• This creates a direct $3.5M funding commitment from the sponsor that increases IGAC’s near-term liquidity without immediate cash interest expense.
• The conversion feature gives the sponsor an option to take equity-like units instead of repayment, which, if exercised, would dilute existing public shareholders (potentially up to the amounts noted above).
• For investors, watch for whether the sponsor converts the note and how conversion affects the Company’s share count and capital structure; the note is payable only upon a business combination, so it does not require near-term cash repayment unless a deal closes.