Invest Green Acquisition Corp 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report. Overview We are a blank check company incorporated in the Cayman Islands on April 7, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 7, 2025 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to the initial public offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the period from April 7, 2025 (inception) through December 31, 2025, we had a net loss of $351,286, which consists of compensation expense of $746,940 and operating costs of $200,168, partially offset by interest income earned on marketable securities held in the trust account of $595,822. Liquidity and Capital Resources Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares by the sponsor and loans from the sponsor, which was repaid at the closing of the initial public offering. On November 26, 2025, we consummated the initial public offering of 17,250,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 units, at $10.00 per unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 870,000 private placement units at a price of $5.00 per Private Placement Unit, in a private placement to our sponsor and the underwriters, generating gross proceeds of $4,350,000. Following the closing of the initial public offering and the private placement, a total of $172,500,000 was placed in the trust account. We incurred offering costs of $11,007,737, consisting of $3,450,000 cash underwriting fee, $6,900,000 of deferred underwriting fee, and $657,737 of other offering costs. For the period from April 7, 2025 (inception) through December 31, 2025, cash used in operating activities was $342,735. Net loss of $351,286 was affected by income earned on marketable securities held in the trust account of $595,822, payment of operation costs through promissory note of $10,420, share-based compensation expense of $746,940. Changes in operating assets and liabilities used $152,987 of cash for operating activities. 63 As of December 31, 2025, we had marketable securities held in the trust account of $173,095,822. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of any taxes payable and excluding deferred underwriting commissions), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of December 31, 2025, we had cash of $389,108. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. On February 17, 2026, we issued a $3,500,000 convertible promissory note, effective as of December 1, 2025 (the “Working Capital Note”), to our sponsor. The Working Capital Note bears no interest and will become payable only upon the successful completion of our initial Business Combination. Upon the closing of the Business Combination, the Working Capital Note may be converted into our units (the “Working Capital Units”) at a conversion price equal to $5.00 per unit. The Working Capital Units shall be identical to the private placement units sold in the initial public offering. Each Working Capital Unit consists of one Class A ordinary share, and one right (a “Working Capital Right”), with each Working Capital Right entitling the holder thereof to receive one-tenth of one Class A Ordinary Share upon the completion of an initial business combination. In December 2025 and January 2026, we received $400,000 and $596,740 advances, respectively, from the Sponsor. These advances previously received were treated as a drawdown under the Working Capital Note. Up to the date the financial statements were available to be issued, the total withdrawal under the Working Capital Note was $996,740. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, the Company’s management has since reevaluated the Company’s liquidity and financial condition, and determined that the Company has sufficient funds to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statement. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. 64 Contractual obligations Underwriters’ Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per unit, or $3,450,000 in the aggregate. Of this amount, (i) $0.10 per Unit, or $1,500,000 in the aggregate was paid to the underwriters in cash and (ii) $0.10 per unit was used by the underwriters to purchase private placement units, or $1,950,000 in the aggregate. Critical Accounting Estimates The preparation of the financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. Recent Accounting Pronouncements In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. Item 8. Financial Statements and Supplementary Data This information appears following Item 15 of this Report and is included herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 65