IGAC (IGAC) secures $3.5M sponsor note with $5 unit conversion feature

Rhea-AI Filing Summary

Invest Green Acquisition Corporation entered into a new financing arrangement with its sponsor. On February 17, 2026, the company issued an unsecured promissory note for $3,500,000 to IG SPAC Sponsor LLC, effective as of December 1, 2025, to fund working capital needs.

The note is payable when the company completes a business combination and bears no interest. Until that date, the sponsor may convert amounts outstanding into units at $5.00 per unit, each unit consisting of one Class A ordinary share and one right, with each right delivering one-tenth of a Class A share after a business combination.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 17, 2026

Invest Green Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42972		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

19215 SE 24th Street, Suite # 106-159

Camas, WA 98607

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (332) 275-5814

445 Park Avenue, 9th Floor

New York, NY 10022

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right		IGACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		IGAC		The Nasdaq Stock Market LLC
Rights, each Right to acquire one-tenth (1/10) of one Class A Ordinary Share		IGACW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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)

1

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

2

FAQ

What financing did Invest Green Acquisition Corporation (IGAC) arrange on February 17, 2026?

Invest Green Acquisition Corporation issued an unsecured promissory note for $3,500,000 to IG SPAC Sponsor LLC. The note is intended to provide working capital and becomes payable when the company completes a business combination, according to the disclosed terms.

When is the $3,500,000 promissory note of IGAC due for repayment?

The $3,500,000 promissory note is due on the date Invest Green Acquisition Corporation consummates a business combination. This date is defined in the agreement as the maturity date, tying repayment directly to the completion of a merger or similar transaction.

Can IG SPAC Sponsor LLC convert the IGAC promissory note into equity?

Yes. IG SPAC Sponsor LLC may elect to convert any outstanding amounts under the note into units at a $5.00 per unit conversion price. Each unit consists of one Class A ordinary share and one right, matching the structure of prior private placement units.

Does the Invest Green Acquisition Corporation promissory note bear interest?

No. The $3,500,000 promissory note issued by Invest Green Acquisition Corporation bears no interest. The economic return for the sponsor can instead come from the option to convert the outstanding balance into units at a fixed $5.00 conversion price per unit.

What does each Working Capital Unit of IGAC include under the note terms?

Each Working Capital Unit includes one Class A ordinary share and one right. Each right entitles the holder to receive one-tenth of one Class A ordinary share when Invest Green Acquisition Corporation completes its initial business combination, as described in the agreement.

How are the Working Capital Units of IGAC related to its prior private placement units?

The Working Capital Units issued upon conversion of the note will have terms identical to the private placement units sold in connection with Invest Green Acquisition Corporation’s initial public offering, which closed on November 26, 2025, aligning economic rights for the sponsor.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 CONVERTIBLE PROMISSORY NOTE DATED AS OF FEBRUARY 17, 2026 24.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 28.2 KB
• EX-101 XBRL LABEL FILE 37.8 KB
• EX-101 XBRL PRESENTATION FILE 26.4 KB