Invest Green Acquisition Corporation Issues \$3,500,000 Unsecured Promissory Note to Sponsor

Key Developments:

• On February 17, 2026, Invest Green Acquisition Corporation (“the Company”) announced it has issued an unsecured promissory note in the aggregate principal amount of \$3,500,000 to IG SPAC Sponsor LLC (“Sponsor”).
• The note is effective as of December 31, 2025, indicating the Company has entered into a significant financial arrangement with its Sponsor at the close of the previous fiscal year.
• Repayment Terms: The note’s outstanding principal is payable upon the consummation of a business combination, commonly known as the “Maturity Date”. This means repayment is contingent upon the Company successfully completing a merger or acquisition.
• Conversion Feature: At any time prior to the Maturity Date, the Sponsor has the right to convert any outstanding amounts under the note into units of the Company at a conversion price of \$5.00 per unit.
• Interest Rate: The note bears no interest, which is atypical and suggests favorable terms for the Company as it avoids additional financial burden.
• The full text of the note is available as Exhibit 10.1 to the Form 8-K filing.

Potential Shareholder Impact & Price Sensitivity

• Business Combination Focus: The promissory note is directly tied to the Company’s ability to consummate a business combination. Failure to do so could mean the Sponsor will not be repaid, which may raise concerns about the Company’s prospects and liquidity.
• Conversion Rights: The Sponsor’s right to convert the debt into units at \$5.00 per unit could potentially dilute existing shareholders if exercised. This is a price-sensitive feature, especially if the market price of units is above \$5.00, as it may incentivize conversion and increase the float.
• No Interest Payments: The absence of interest payments could be viewed positively from a cash flow perspective, but it also suggests the Sponsor is betting on equity upside rather than cash returns.
• Emerging Growth Company: The Company is classified as an “emerging growth company”, which may result in reduced regulatory and reporting requirements, potentially affecting transparency but also reducing compliance costs.
• Trading Details:
  • Units (IGACU): Each unit consists of one Class A ordinary share and one right.
  • Class A Shares (IGAC): Par value \$0.0001 per share, traded on Nasdaq.
  • Rights (IGACW): Each right entitles the holder to acquire one-tenth (1/10) of one Class A Ordinary Share, also traded on Nasdaq.

Other Regulatory Notes

• The filing does not include communications pursuant to Rule 425 (written communications), Rule 14a-12 (soliciting material), or pre-commencement tender offers under Rules 14d-2(b) or 13e-4(c), indicating no merger proxy or tender offer materials are being disclosed at this time.
• No election to use the extended transition period for new accounting standards, which means the Company will adopt new standards as they come.

Leadership

The report is signed by Andrew McLean, Chief Executive Officer, on February 23, 2026.

Investor Takeaways

• The issuance of a \$3.5 million promissory note with a conversion feature is a significant financing event that may impact the capital structure and share value—particularly if the Sponsor opts to convert debt to equity.
• Investors should monitor developments related to the Company’s business combination efforts, as repayment and conversion are contingent on successful execution.
• The conversion price and terms could be highly relevant if the Company’s units trade above \$5.00, creating the possibility of dilution.
• The Company’s status as an emerging growth entity may alter its regulatory landscape, potentially affecting investor disclosures and protections.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC Form 8-K filing and consult with financial professionals before making any investment decisions. The information herein is based on the official filing and may be subject to change or clarification.

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