[Form 3] Indigo Acquisition Corp. Unit Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Form 3 highlights for Indigo Acquisition Corp. (INACU): CEO, Director and ≥10% owner James S. Cassel has filed his initial beneficial-ownership statement dated 30 Jun 2025. The securities are held indirectly through Indigo Sponsor Group, LLC, where Mr. Cassel is a managing member.

• Ordinary shares: 2,214,286 beneficially owned, including 229,286 shares embedded in the sponsor’s IPO units.
• Derivative rights: 22,929 SPAC “rights” that automatically convert into 1/10 of one ordinary share each upon the closing of the company’s first business combination (effectively 2,293 additional shares at zero exercise price).
• Ownership form: Indirect (I) via the sponsor entity; Cassel disclaims beneficial ownership beyond his pecuniary interest.
• Roles: CEO, Director, and controlling insider (≥10% ownership).

No purchase or sale took place—this is a disclosure of existing holdings required at or shortly after the SPAC’s IPO. The filing signals meaningful insider alignment but does not, by itself, alter capital structure or guidance.

Positive

• Strong insider alignment: CEO indirectly owns >2.2 M shares, indicating commitment to the SPAC’s success.

Negative

• Ownership concentration: Sponsor control may limit minority influence during the future business-combination vote.

Insights

Securities Analyst

TL;DR — Initial Form 3 shows CEO holds ~2.2 M SPAC shares plus conversion rights; no transactional impact.

The disclosure confirms that Mr. Cassel, through the sponsor, controls roughly 20-22 % of Indigo Acquisition Corp.’s outstanding 10 M pre-IPO shares, aligning his incentives with public holders. The additional 22,929 rights have negligible dilution (<0.25 %) and zero cash cost. Because this is standard SPAC sponsor structure already described in the prospectus, market impact should be neutral.

Corporate Governance Expert

TL;DR — Filing formalizes insider status; no governance red flags detected.

Form 3 confirms that the sponsor vehicle, managed by the CEO, retains significant control. This concentration is typical for SPACs but increases the importance of independent director oversight during the de-SPAC process. No new arrangements, pledges or derivative leverage are disclosed.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

CASSEL JAMES S

(Last) (First) (Middle)

ONE ALHAMBRA PLAZA

STE 1410

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2025

3. Issuer Name and Ticker or Trading Symbol
Indigo Acquisition Corp. [ INACU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	2,214,286(1)	I(2)	by Indigo Sponsor Group, LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights(3)	(3)	(3)	Ordinary Shares	22,929(3)	$0(3)	I(3)	by Indigo Sponsor Group, LLC

Explanation of Responses:

1. Includes 229,286 shares contained within units that Indigo Sponsor Group, LLC purchased in connection with the Issuer's initial public offering ("IPO").

2. These securities are owned directly by Indigo Sponsor Group, LLC of which Mr. Cassel is a managing member. Accordingly, Mr. Cassel is deemed to be the beneficial owner of such securities. Mr. Cassel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Represents rights contained within units that Indigo Sponsor Group, LLC purchased in connection with the IPO as described in footnote 1. Each right will convert automatically into 1/10 of one ordinary share at the closing of an initial business combination by the Issuer.

	/s/ James S. Cassel	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Indigo Acquisition Corp. (INACU) shares does CEO James S. Cassel own?

2,214,286 ordinary shares held indirectly via Indigo Sponsor Group, LLC.

What derivative securities are disclosed in the Form 3?

22,929 SPAC rights that convert into 1/10 of one ordinary share each at the de-SPAC closing, effectively ~2,293 shares.

Is the ownership direct or through an entity?

All securities are held indirectly through Indigo Sponsor Group, LLC, where Mr. Cassel is managing member.

Does this filing indicate a purchase or sale of INACU securities?

No. Form 3 is an initial ownership statement; it reports existing holdings, not new transactions.

Why is James S. Cassel classified as a 10% owner?

His indirect holdings exceed the 10 % threshold of INACU’s outstanding shares, triggering 16(a) reporting obligations.