Indigo Acquisition Corp. 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Ordinary Shares, Rights and units are listed on the Nasdaq Stock Market LLC under the symbols “INAC”, “INACR and” “INACU,” respectively. Holders As of December 31, 2025, there was 1 holders of record of our units, 5 holders of record of our Ordinary Shares and 1 holders of record of our Rights. Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On June 7, 2024, we issued an aggregate of 2,875,000 ordinary shares to EBC Holdings, Inc., an affiliate of EBC, the representative of the underwriters in our Initial Public Offering, for an aggregate purchase price of $5,000. On March 7, 2025, EBC Holdings, Inc. transferred an aggregate of 2,165,000 Founder Shares to our Sponsor and our directors for an aggregate purchase price of approximately $3,765, or approximately $0.002 per share, the same per-share purchase price originally paid by EBC Holdings, Inc. for such shares. The issuance of the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act. On July 2, 2025, the Company consummated the Initial Public Offering of 10,000,000 Units. Each Unit consists of one Ordinary Share and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. EBC acted as sole book-running manager of the Initial Public Offering and IB Capital LLC acted as co-manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-288014). The Securities and Exchange Commission declared the registration statement effective on June 30, 2025. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 350,000 Private Placement Units to the Sponsor and EBC and their designees, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,500,000. Of the 350,000 Private Placement Units, the Sponsor and its designees purchased 225,000 Private Placement Units and EBC purchased 125,000 Private Placement Units. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On July 11, 2025, the Company consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the consummation of the over-allotment option on July 11, 2025, the Company also consummated the sale of an additional 30,000 Private Placement Units to the Sponsor and EBC (19,286 to the Sponsor and 10,714 to EBC) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $300,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Of the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, an aggregate of $115,000,000 was placed in the Trust Account. We incurred transaction costs of $6,741,773, consisting of $2,300,000 of cash underwriting fee, $4,025,000 of deferred underwriting fee, and $416,773 of other offering costs. 37 ITEM 6. [RESERVED] Not applicable.