[SCHEDULE 13D] Indigo Acquisition Corp. Unit SEC Filing
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Indigo Acquisition Corp. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G4791J106 (CUSIP Number) |
Scott E. Salpeter 801 Brickell Avenue, Suite 1900 Miami, FL, 33131 305-438-7700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. | G4791J106 |
1 |
Name of reporting person
Indigo Sponsor Group LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
2,214,286.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | G4791J106 |
1 |
Name of reporting person
CASSEL JAMES S | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
2,214,286.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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CUSIP No. | G4791J106 |
1 |
Name of reporting person
SALPETER SCOTT E | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,214,286.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Ordinary Shares |
(b) | Name of Issuer:
Indigo Acquisition Corp. |
(c) | Address of Issuer's Principal Executive Offices:
801 BRICKELL AVENUE, SUITE 1900, MIAMI,
FLORIDA
, 33131. |
Item 2. | Identity and Background |
(a) | The reporting persons are:
1. Indigo Sponsor Group, LLC ("Sponsor")
2. James S. Cassel ("Cassel")
3. Scott E. Salpeter ("Salpeter") |
(b) | The business address of reporting persons are: c/o Indigo Acquisition Corp., 801 Brickell Avenue, Miami, Florida 33131.
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(c) | Sponsor is a private investor. Cassel is the co-founder and chairman of Cassel Salpeter & Co. LLC, a middle market investment bank. Salpeter is the co-founder of Cassel Salpeter & Co. |
(d) | During the past five years, neither Cassel, Salpeter nor Sponsor have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | Cassel, Salpeter nor Sponsor have not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or are subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
(f) | Sponsor is a Delaware limited liability company.
Cassel and Salpeter have United States citizenship. |
Item 3. | Source and Amount of Funds or Other Consideration |
The source of the funds used by the reporting persons to acquire the ordinary shares reported on in this Schedule 13D was working capital. See also Item 4 of this Schedule 13D, which information is incorporated herein by reference. | |
Item 4. | Purpose of Transaction |
On March 7, 2025, Sponsor, as sponsor of the Issuer, acquired an aggregate of 2,165,000 ordinary shares for an aggregate purchase price of $3,765, or approximately $0.002 per share. On July 2, 2025, the Issuer consummated its initial public offering (?IPO?) and in connection with the consummation, the Sponsor purchased an aggregate of 244,286 units for an aggregate purchase price of $2,442,860. Each unit purchased was comprised of one ordinary share of the Issuer and one right to receive one-tenth of one ordinary share of the Issuer upon consummation of an initial business combination.
The reporting persons made the acquisitions reported in this Schedule 13D as sponsor and officers and directors of the Issuer and in support of the Issuer?s business plan. The reporting persons may acquire or dispose of additional securities or sell securities of the Issuer from time to time in the market or in private transactions, including as a result of ownership of the rights referred to above. However, reporting persons do not have any other agreements to acquire additional ordinary shares at this time.
As officers and directors of the Issuer, Cassel and Salpeter are involved in making material business decisions regarding the Issuer?s policies and practices and may be involved in the consideration of various proposals considered by the Issuer?s board of directors. Additionally, as the Issuer?s business plan is to enter into a business combination, Cassel and Salpeter, as officers and directors of the Issuer, are actively involved in pursuing a suitable target for the Issuer?s business combination and will be actively involved in effecting any such business combination if the Issuer?s business plan is successful, which may also result in a change in the Issuer?s board of directors, corporate structure or charter.
As of the date of this Schedule 13D, except as set forth in this Schedule 13D above, the reporting persons do not have any plans or proposals which would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those actions enumerated above. | |
Item 5. | Interest in Securities of the Issuer |
(a) | (a)-(b) The aggregate number and percentage of ordinary shares beneficially owned by reporting persons (on the basis of a total of 14,755,000 ordinary shares outstanding as of July 11, 2025) are as follows:
(a)
i. Sponsor: 2,214,286 ordinary shares 15.0% (directly owned)
ii. Cassel: 2,214,286 ordinary shares 15.0% (indirectly owned)
iii. Salpeter: 2,214,286 ordinary shares 15.0% (indirectly owned) |
(b) | i. Sponsor: 2,214,286 ordinary shares 15.0%
Cassel: 0 ordinary shares 0%
Salpeter: 0 ordinary shares 0%
ii. Sponsor: 0 ordinary shares 0%
Cassel: 2,214,286 ordinary shares 15.0%
Salpeter: 2,214,286 ordinary shares 15.0%
iii. Sponsor: 2,214,286 ordinary shares 15.0%
Cassel: 0 ordinary shares 0%
Salpeter: 0 ordinary shares 0%
iv. Sponsor: 0 ordinary shares 0%
Cassel: 2,214,286 ordinary shares 15.0%
Salpeter: 2,214,286 ordinary shares 15.0% |
(c) | The reporting persons are the beneficial owner of 2,214,286 ordinary shares, or approximately 15.0%, of the Issuer's outstanding ordinary shares. |
(d) | Not applicable. |
(e) | During the 60 days preceding the date of this report, the reporting persons have not effected any transactions in the Issuer's ordinary shares other than as indicated in this Schedule 13D. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Sponsor is party to a Registration Rights Agreement, dated June 30, 2025, by and among the Issuer and certain other parties thereto ("Registration Rights Agreement"), a Letter Agreement, dated June 30, 2025, by and among the Issuer, EarlyBirdCapital, Inc. and certain other parties thereto ("Insider Letter Agreement") and a Share Escrow Agreement dated June 30, 2025, by and among the Issuer and certain other parties thereto ("Share Escrow Agreement").
Pursuant to the Registration Rights Agreement, the initial shareholders, including Sponsor, and the other parties thereto are entitled to registration rights with respect to certain securities of the Issuer held by them. The holders of a majority of these securities are entitled to make up to three demands that the Issuer register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to consummation of the Issuer's Business Combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.
Pursuant to the Insider Letter Agreement, Sponsor agreed, among other things, to vote all ordinary shares owned by it, subject to applicable securities laws, in favor of a proposed Business Combination, not to sell or transfer any securities of the Issuer, subject to certain exceptions, until certain periods of time set forth in the Insider Letter Agreement and the Share Escrow Agreement and that it would not seek redemption rights with respect to any ordinary shares held by it.
Pursuant to the Share Escrow Agreement, Sponsor agreed, among other things, that the shares held by it prior to the IPO may not be transferred, assigned, sold or released from escrow, except for certain permitted transfers, until six months after the date of the consummation of an initial Business Combination, or earlier, if, subsequent to an initial Business Combination, the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Issuer's shareholders having the right to exchange their shares for cash, securities or other property.
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Item 7. | Material to be Filed as Exhibits. |
https://www.sec.gov/Archives/edgar/data/2063816/000121390025053869/ea0237618-04.htm
https://www.sec.gov/Archives/edgar/data/2063816/000121390025053869/ea023761804ex10-1_indigo.htm
https://www.sec.gov/Archives/edgar/data/2063816/000121390025053869/ea023761804ex10-4_indigo.htm
https://www.sec.gov/Archives/edgar/data/2063816/000121390025053869/ea023761804ex10-7_indigo.htm
https://www.sec.gov/Archives/edgar/data/2063816/000121390025053869/ea023761804ex10-8_indigo.htm
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SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Indigo Acquisition Corp.
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