Indigo Acquisition Corp.

This report establishes the final trust balance at $115,000,000, setting the definitive cash baseline for all future redemption valuations and business combination financing. The full over-allotment exercise completes the capital raise without altering the stated $10.00 per share trust funding mechanism or extending the business combination timeline. Leadership structure is confirmed with James S. Cassel as Chairman of the Board and Chief Executive Officer, and Scott Salpeter as Chief Operating Officer and Chief Financial Officer. The blank check company intends to target established, profitable entities with growth potential, and no modifications to the registration statement effective date of June 30, 2025, or sponsor conduct rules are noted.

This filing establishes the definitive redemption calendar, trust liquidity baseline, and sponsor incentive mechanics prior to any target announcement. The strict 21-month window removes uncertainty around discretionary extensions, setting a hard liquidation cutoff if a qualifying entity is not found. The Company’s policy requires any initial business combination target to hold a fair market value equal to at least 80% of trust account assets (excluding deferred underwriting commissions and taxes payable on trust income) and mandates acquiring 50% or more of the target’s voting securities. The sponsor’s indemnification covenant shields the trust account from third-party vendor or prospective target claims, preserving the $10.00 per-share redemption floor. Independent valuation models assign $0.22 per public right based on a 23.0% probability of completing a de-SPAC and a 13% discount for lack of marketability, while founder shares carry a recorded fair value of $1.96 per share. Total offering costs amount to $5,916,773, broken down into a $2,000,000 cash underwriting fee, $3,500,000 deferred underwriting fee, and $416,773 in other offering costs. Leadership is identified as Chairman and Chief Executive Officer James S. Cassel and Chief Operating Officer and Chief Financial Officer Scott Salpeter, with CBIZ CPAs P.C. serving as the independent registered public accounting firm.

This filing establishes the foundational mechanics for monitoring the SPAC's redemption deadlines, trust value, extensions, deal progress, and sponsor conduct. Key for investors: trust per share is $10.00 (plus interest), deadline 21 months from IPO closing (April 2, 2027), public shareholders have redemption rights in connection with business combination or charter amendments, sponsor shares are locked up for six months post-business combination, and the sponsor has agreed to indemnify the trust against certain claims. The charter allows shareholder-approved extensions by special resolution and requires the target to have a fair market value of at least 80% of trust assets.

Establishes the baseline trust value ($10.00 per share) and deadline (April 2, 2027) for redemption tracking. Shows significant dilution for public shareholders (founder shares at $0.002). Indicates sponsor has strong incentive to complete a deal. Provides full mechanics for redemptions, extensions, and liquidation. Investors can now assess the SPAC's structure and potential conflicts.

The dilution disclosure revision establishes the baseline for public shareholder redemption analysis concerning future equity structures or potential business combinations. The audit dating clarification sets a reporting precedent for how the Sponsor tracks search-phase operational milestones without triggering full audit cycles, preserving financial reporting continuity as deal sourcing advances. Resolving these compliance items eliminates filing backlogs that would otherwise consume time relative to the April 2, 2027, deadline. Jeffrey M. Gallant authored the responses; CEO James Cassel was copied, confirming executive acknowledgment of the revised registration language.

The filing confirms the SPAC is still searching for a target with no substantive discussions initiated. The trust value is $10.00 per public share, and the deadline is 21 months from IPO closing. The sponsor acquired founder shares at $0.002 per share, creating a massive dilution of 109.7% for public investors in a maximum-redemption scenario. The underwriting includes a $3.5 million deferred commission payable only upon a business combination, aligning the underwriter's interest with closing a deal. The sponsor has waived redemption rights and agreed to indemnify the trust for claims reducing funds below $10.00 per share, but only for non-waiving third-party claims. The updated financial statements show a going-concern warning, as the company had only $26,030 cash as of March 31, 2025 and relies on the IPO to continue operations.

Investors tracking redemption viability should note the explicit regulatory acknowledgment that redemption obligation substance remains fixed, which supports trust asset preservation throughout the remaining SEARCHING period. The proportional founder share adjustment mechanism and revised dilution table parameters directly influence per-share economic outcomes if the IPO underwrites different sizes than initially drafted, materially affecting whether shareholders choose to redeem or retain positions. The clarified sponsor passivity and non-material passive member stakes reduce near-term governance ambiguity but leave execution risk concentrated, a risk further underscored by the newly emphasized difficulty replacement sponsors face locating viable targets. Because the filing amends regulatory formatting and structural safeguards without altering the corporate timeline or introducing merger terms, investors should monitor subsequent draft registration amendments for target identification updates, extension proposals, or trust utilization plans.

This filing initiates the SPAC's IPO process, establishing the key mechanics for investors: a trust of $10.00 per share, redemption rights upon business combination or amendment, a 21-month deadline, and sponsor incentives that create potential conflicts. It also outlines the structure of units, ordinary shares, and rights.

These comments place active regulatory scrutiny on the structural and governance disclosures critical to SPAC investor protection. Questioning the boundary between changing redemption procedures versus altering the legal substance of redemption duties directly informs how investors should model cash-redemption risk and trust value retention. Pushback on the anti-dilution math protecting founder/EBC shares at 20% signals that the division expects transparent capitalization tables before effectiveness. Scrutiny over sponsor passivity, affiliate ownership, and executed contracts indicates the SEC will not allow vague or incomplete governance representations on the public record. Because the company must respond and resubmit amendments before the draft becomes a filed prospectus, execution timelines are extended, which cascades into pressure on the business combination search window.

This filing actively tracks the Company's regulatory trajectory for its IPO/extension preparation and directly shapes how public shareholders may redeem or retain stakes. It codifies a notably low public-share approval floor driven by insider voting blocs, clarifies whether extensions trigger parallel redemption windows, and forces disclosure of sponsor track-record economics—specifically requiring the Company to quantify financing needs and redemption volumes from prior special purpose acquisition companies overseen by Managing Member Mr. Vogel, as mandated by the SEC Staff. It also surfaces fiduciary duty conflicts among officers and directors serving on other boards, expands dilution warnings around additional financing targeted at enterprise values exceeding initial net proceeds, and formalizes transfer restrictions that lock founder equity during the search period. While the filing contains no claims about customers, revenue, market size, proprietary technology, or partnership pipelines, it materially tightens the governance, voting, and trust-deployment architecture that will dictate redemption liquidity, control premiums, and sponsor alignment ahead of any announced business combination.

The filing provides the first detailed look at the terms of the SPAC's IPO, including the trust amount ($100.5 million, or $10.05 per share), the 18-month deadline to complete a business combination, founder share and private unit structures, redemption rights for public shareholders, and conflicts of interest related to the sponsor and management. It is the foundational document for evaluating the SPAC's structure and governance before an investor can consider the viability of a future business combination.

Beyond mechanical adjustments, the filing exposes substantive disclosures and strategic assumptions awaiting SEC resolution. The draft references using 'managements' respective platforms' to evaluate targets, but staff cited Regulation S-K for needing clearer acquisition criteria (Comment 4). It acknowledges up to $1,500,000 in working capital loans may convert to private units, yet staff mandated dilution quantification for public equity (Comment 7). The prospectus tables assume issuance of 1/10th of a share per right outstanding, which staff found mathematically inconsistent with published dilution models and demanded reconciliation (Comment 15). Management disclosures cite prior special purpose acquisition company experience, but staff explicitly requested financial specifics—including financing amounts and historical redemption volumes for Mr. Vogel’s former SPACs—to assess execution capability (Comment 17). Conflicting duty statements appear between officers/directors pledging to offer all suitable opportunities exclusively to the SPAC versus disclaiming obligations unless acting in an official capacity, requiring legal reconciliation (Comment 18). A $95,000 promissory note among the company, sponsor, and EBC was flagged for immediate exhibit filing (Comment 20). Investors tracking the stated $10.38 trust per share and 2027-04-02 deadline will find effectiveness delayed until these structural ambiguities, dilution vectors, and sponsor exit pathways are corrected, meaning current public float valuations do not yet reflect finalized approval thresholds or mandatory redemption triggers.

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A beneficial ownership report, signed by the listed Harraden Circle entities and Frederick V. Fortmiller, Jr., who mutually designate a single representative to file the beneficial ownership statement and any amendments under Rule 13d-1(k). The filing updates only the joint reporting authorization for a prior 13G position. It contains no disclosures affecting the SPAC’s redemption deadline, trust value per share, extension votes, deal progress, or sponsor conduct. Why it matters: The signatories consolidate their positions for regulatory purposes, meaning their combined stake will be tracked as one block rather than individually, which can affect threshold calculations and voting attribution if a business combination proceeds. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the sole specific datum included is the execution date of November 14, 2025.

What changed: Quarterly report on Form 10-Q for Indigo Acquisition Corp. for the quarter ended September 30, 2025, filed November 13, 2025 — the first quarterly report after its July 2025 IPO, containing unaudited financial statements and management’s discussion. The company completed its IPO on July 2, 2025 (10,000,000 units at $10.00 per unit) and the underwriters’ over-allotment on July 11, 2025 (1,500,000 additional units), plus 380,000 private placement units to the Sponsor and EarlyBirdCapital; $115,000,000 was placed in the trust account, which had grown to $116,165,212 as of September 30, 2025, including approximately $1,165,212 of interest. The balance sheet shows 11,500,000 public shares subject to possible redemption at $10.10 per share. There is no announced business combination or extension proposal; the company states it initially has until April 2, 2027 to consummate a business combination, and management disclosed substantial doubt about going concern if no deal is completed by that date. The over-allotment exercise also made 375,000 founder shares no longer subject to forfeiture. Why it matters: This filing establishes the post-IPO redemption baseline for tracking the deadline: public shareholders face a combination deadline of April 2, 2027 (assuming no extension), with trust assets of $116,165,212 and a stated per-share redemption value of $10.10 as of September 30, 2025. There is no target, deal agreement, or extension amendment yet, so investors should watch for a proxy/tender offer or a charter amendment to extend the deadline. It also confirms Sponsor/EBC waivers of redemption and liquidation rights on founder/private shares and that rights will expire worthless if no combination occurs.

What changed: A Schedule 13G beneficial ownership report listing Wealthspring Capital LLC and Matthew Simpson as holders of the registrant’s securities. The filing excerpt identifies two named parties as maintaining beneficial ownership positions, but discloses no share quantities, percentages, transaction dates, purchase prices, or stated purposes for the holdings. It contains zero references to redemption windows, trust account activity, extension mechanisms, or sponsor governance. Why it matters: Schedule 13G filings function as public notice that an investor or group holds more than five percent of a registered equity class or has acquired voting or investment power over the shares. For shareholders tracking the business combination deadline, cash distribution mechanics, or sponsor alignment, this document does not modify any timeline, pricing benchmark, or operational mandate. The absence of numerical data, dates, or strategic commentary in the excerpt indicates routine ownership reporting rather than a catalyst for redemption behavior, trust preservation efforts, or deal execution progress. If full page content is available, those sections would reveal whether Wealthspring Capital LLC or Matthew Simpson crossed the statutory reporting threshold, acquired additional positions, or exercised independent voting authority, but the provided text supplies no such mechanics or operational substance.

What changed: Quarterly Report on Form 10-Q for Indigo Acquisition Corp. for the period ended June 30, 2025. This is the SPAC's first 10-Q, covering the period from inception (June 7, 2024) through June 30, 2025. The company had not yet completed its IPO at quarter-end. Post-quarter-end, on July 2, 2025, it consummated its IPO of 10,000,000 units at $10.00/unit ($100M gross) and a private placement of 350,000 units at $10.00/unit ($3.5M). On July 11, 2025, the underwriters fully exercised their over-allotment, adding 1,500,000 units ($15M) and 30,000 additional private placement units ($300K), bringing total trust proceeds to $115M. The deadline to complete a business combination is 21 months from the IPO closing (April 2, 2027). The company had a net loss of $197,509 for the six months ended June 30, 2025, including $108,750 in share-based compensation. The sponsor transferred 105,000 ordinary shares to an independent party and EBC transferred 190,379 shares to EBCH Indigo LLC on June 30, 2025. Why it matters: This filing establishes the baseline trust value ($10.00/share), the IPO and private placement structure, and the sponsor's ownership and lock-up terms. It confirms the search status and the available trust per share for redemptions. The disclosure of share transfers to non-managing investors, using a valuation of $1.96 per share with a 23% probability of a business combination and a 13% discount for lack of marketability, highlights the significant compensation costs embedded in the sponsor's promote structure.

What changed: Schedule 13D — beneficial ownership report identifying substantial equity positions in Indigo Acquisition Corp. The provided excerpt lists only the filing designation and a platform note stating a structured holder table is missing from this XML variant. It contains no beneficiary names, share counts, percentage thresholds, or purchase dates. Accordingly, it reports no activity against the 2027-04-02 redemption deadline, no trust account balance or per-share redemption value adjustments, no extension voting procedures, no target discovery milestones, and no sponsor conduct updates. No parties attribute claims regarding business operations, customer bases, revenue streams, market sizing, technology roadmaps, partnership agreements, litigation posture, or personnel changes within the supplied text. Why it matters: A Schedule 13D procedurally alerts the market that a person or group has acquired beneficial ownership exceeding five percent of the class, which can alter liquidity dynamics, dilution calculations, and sponsor oversight in a SEARCHING SPAC. Because the excerpt omits the mandatory holder table and purpose-of-transaction statement, investors tracking redemption calendars, potential early conversion windows, and merger execution cannot verify who triggered the filing, whether the sponsor orchestrated it, or if an external fund is positioning for board seats. Verification against the complete EDGAR submission is required to resolve attribution and near-term capital event risk.(flagged for human review)

What changed: SEC Form 3 (initial statement of beneficial ownership), which functions as a routine compliance exhibit rather than a merger agreement, investor presentation, or lawsuit. The submission records zero alterations to redemption deadlines, trust account mechanics, extension options, target acquisition progression, or sponsor conduct rules. It preserves the announced SEARCHING mandate, the $10.38 per share trust valuation, and the 2027-04-02 liquidation cutoff. Why it matters: According to the filing by director Diego J. Veitia, he retains direct ownership of 25,000 shares. The text contains no assertions about client relationships, sales figures, industry valuations, strategic roadmaps, technical assets, joint ventures, legal disputes, or management turnover. Because it discloses only a static equity snapshot without operational metrics or capital-raising events, it offers minimal insight for redemption planning or deal execution beyond confirming baseline director positioning.

What changed: SEC Form 3 insider ownership report documenting initial beneficial share registration by an issuing entity director and chief executive officer. According to the Form 3 filing, director and CEO James S. Cassel holds 2,214,286 shares indirectly. The report does not adjust the April 2, 2027 business combination deadline, the $10.38 per-share trust account value, any extension provision, or redemption schedule, nor does it reflect target identification or merger negotiation progress. Why it matters: For investors tracking sponsor conduct and capital alignment, the Form 3 establishes a verified baseline of insider equity concentration during the SEARCHING phase. Attributed directly to the filing’s reporting of Mr. Cassel’s 10% owner status, the 2,214,286-share position allows shareholders to gauge pre-target management skin-in-the-game relative to the $10.38 public trust floor without assuming promoter unit math or conversion discounts. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. While a routine Section 16 initial disclosure carries no immediate impact on the redemption calendar or trust distribution mechanics, it anchors the transparency standard for all subsequent insider pledging, secondary transfers, or lock-up structuring ahead of a announced deal.

What changed: Form 8-K (Current Report) and accompanying Exhibit 99.1 press release announcing that holders of the company’s IPO units will be permitted to separately trade the underlying ordinary shares and fractional rights commencing on or about July 30, 2025. Mechanically, unit holders may now elect to bifurcate their positions into INAC (ordinary shares) and INACR (rights) starting approximately July 30, 2025, with brokers coordinating through Continental Stock Transfer & Trust Company. The press release specifies that no fractional rights will be issued upon separation and only whole rights will trade, while inseparated units retain the INACU ticker. This administrative shift does not modify the company's search period, liquidation timeline, trust account terms, or redemption price floor, and the entity retains its searching status without a completed business combination. Why it matters: For investors tracking redemption calendars and trust mechanics, independent share and rights trading alters pre-combination liquidity and price discovery, directly impacting how redemption demand and speculative rights pricing are structured ahead of the deadline. According to the press release, the company remains a Cayman exempt blank check entity led by Chairman of the Board and Chief Executive Officer James S. Cassel and Chief Operating Officer and Chief Financial Officer Scott Salpeter. The company states its intention to focus on opportunities with established, profitable companies with attractive market positions and/or growth potential that can leverage the management team's experience. The filing also notes that ordinary shares carry a par value of $0.0001 per share, warns that forward-looking statements are subject to conditions outlined in the final prospectus filed with the SEC on July 1, 2025, and lists executive contact emails (jcassel@cs-ib.com and ssalpeter@cs-ib.com) alongside the corporate phone number 305-438-7700 located at 801 Brickell Avenue, Suite 1900, Miami, FL 33131.

What changed: Form 8-K Current Report and accompanying press release disclosing the consummation of the initial public offering, the full exercise of the underwriters’ over-allotment option, and related unregistered private placement transactions. According to the filing and press release, Indigo Acquisition Corp. closed its IPO of 10,000,000 units on July 2, 2025, priced at $10.00 per unit for $100,000,000 in gross proceeds, while simultaneously selling 350,000 private placement units to Indigo Sponsor Group, LLC and EarlyBirdCapital, Inc. for $3,500,000. On July 11, 2025, the company finalized the over-allotment option, issuing an additional 1,500,000 units at $10.00 per unit for $15,000,000 in gross proceeds, plus 30,000 additional private placement units for $300,000. The company reports that an aggregate of $115,000,000 ($10.00 per share sold) was deposited into the trust account. Securities began trading on Nasdaq under the tickers INACU, INAC, and INACR. Why it matters: This report establishes the final trust balance at $115,000,000, setting the definitive cash baseline for all future redemption valuations and business combination financing. The full over-allotment exercise completes the capital raise without altering the stated $10.00 per share trust funding mechanism or extending the business combination timeline. Leadership structure is confirmed with James S. Cassel as Chairman of the Board and Chief Executive Officer, and Scott Salpeter as Chief Operating Officer and Chief Financial Officer. The blank check company intends to target established, profitable entities with growth potential, and no modifications to the registration statement effective date of June 30, 2025, or sponsor conduct rules are noted.

What changed: SEC Form 8-K Current Report covering Items 3.02, 8.01, and 9.01, which documents the consummation of an initial public offering, a simultaneous private placement, and the issuance of an audited balance sheet and related exhibits. On July 2, 2025, the Company consummated its IPO of 10,000,000 units at $10.00 per unit, generating $100,000,000 in gross proceeds, and simultaneously closed a private placement of 350,000 units at $10.00 per unit for $3,500,000, depositing $100,000,000 into the trust account. The underwriters’ 45-day over-allotment option for up to 1,500,000 additional units was fully exercised per written notification received July 8, 2025, with settlement targeted for July 11, 2025. The Company operates under a fixed 21-month combination deadline from the IPO closing, after which an unextended liquidation triggers pro-rata trust distributions minus $100,000 for dissolution expenses. Sponsor Indigo Sponsor Group, LLC and EarlyBirdCapital, Inc. contracted to hold their 350,000 private placement units until a business combination closes and formally waived all redemption and liquidation rights for those shares and founder shares. A $10,000 monthly administrative fee commenced June 30, 2025, and working capital lenders retain conversion rights to purchase private placement units at $10.00 per unit up to $1,500,000. Why it matters: This filing establishes the definitive redemption calendar, trust liquidity baseline, and sponsor incentive mechanics prior to any target announcement. The strict 21-month window removes uncertainty around discretionary extensions, setting a hard liquidation cutoff if a qualifying entity is not found. The Company’s policy requires any initial business combination target to hold a fair market value equal to at least 80% of trust account assets (excluding deferred underwriting commissions and taxes payable on trust income) and mandates acquiring 50% or more of the target’s voting securities. The sponsor’s indemnification covenant shields the trust account from third-party vendor or prospective target claims, preserving the $10.00 per-share redemption floor. Independent valuation models assign $0.22 per public right based on a 23.0% probability of completing a de-SPAC and a 13% discount for lack of marketability, while founder shares carry a recorded fair value of $1.96 per share. Total offering costs amount to $5,916,773, broken down into a $2,000,000 cash underwriting fee, $3,500,000 deferred underwriting fee, and $416,773 in other offering costs. Leadership is identified as Chairman and Chief Executive Officer James S. Cassel and Chief Operating Officer and Chief Financial Officer Scott Salpeter, with CBIZ CPAs P.C. serving as the independent registered public accounting firm.