Invest Green Acquisition Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2026, Invest Green Acquisition Corporation (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $3,500,000 (the “Note”) to IG SPAC Sponsor LLC (“Sponsor”) that is effective as of December 1, 2025. Pursuant to the Note, the outstanding principal amount of the Note is payable on the date on which the Company consummates a business combination (the “Maturity Date”).
At any time on or prior to the Maturity Date, Sponsor may elect to convert any amounts outstanding under the Note into units at a conversion price equal to $5.00 per unit (“Working Capital Units”). Each Working Capital Unit consists of one Class A ordinary share, par value $0.0001 per share (a “Working Capital Share”), and one right (a “Working Capital Right”), with each Working Capital Right entitling holder thereof to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination. The terms of such units issued in connection with such conversion shall be identical to the private placement units sold by the Company simultaneously with their initial public offering that closed on November 26, 2025. The Note bears no interest.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated as of February 17, 2026, issued to IG SPAC Sponsor LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Invest Green Acquisition Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INVEST GREEN ACQUISITION CORPORATION | ||
| Date: February 23, 2026 | By: | /s/ Andrew McLean |
| Andrew McLean | ||
| Chief Executive Officer | ||
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