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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): December 16, 2025

 

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)  

(I.R.S. Employer

Identification No.)

 

445 Park Avenue, 9th Floor

New York, NY

 

10022

(Address of principal executive offices)   (Zip Code)

 

(332) 275-5814

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

Check the appropriate box below if the Form 8-K 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   IGACR   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 8.01. Other Events.

 

On December 16, 2025, Invest Green Acquisition Corporation (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and rights (the “Rights”) included in the Units commencing on December 22, 2025. Each Unit consists of one Class A ordinary share, and one Right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “IGACU”. Any underlying Class A ordinary shares and Rights that are separated will trade on Nasdaq under the symbols “IGAC” and “IGACR”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer and Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and Rights.

 

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release dated December 16, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  INVEST GREEN ACQUISITION CORPORATION
     
  By: /s/ Andrew McLean
    Name: Andrew McLean
    Title: Chief Executive Officer

 

Date: December 16, 2025

 

 

 

2

Exhibit 99.1

 

Invest Green Acquisition Corporation Announces the Separate Trading of Its Class A Ordinary Shares and Rights, Commencing on December 22, 2025

 

New York, NY, Dec. 16, 2025 (GLOBE NEWSWIRE) --  Invest Green Acquisition Corporation (Nasdaq: IGACU) (the “Company”) today announced that, commencing on December 22, 2025, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares (the “Ordinary Shares”) and rights (the “Rights”) included in the Units.

 

The Ordinary Shares and Rights received from the separated Units will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “IGAC” and “IGACR”, respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “IGACU”. Holders of Units will need to have their brokers contact Continental Stock Transfer and Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Rights.

 

The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination opportunity in any industry or sector but expects to focus its efforts on businesses in the broad renewable energy, sustainable finance and nuclear energy sectors, targeting industries that are crucial components of the global clean energy transition and offer viable pathways towards a clean energy future while ensuring sustainable, reliable, and affordable energy supply, where the Company believes its management team’s operational and investment expertise will provide it with a competitive advantage.

 

The Units were initially offered by the Company in an underwritten offering. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, acted as sole book-running manager. Copies of the prospectus relating to the offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: [email protected].

 

The registration statement relating to the securities of the Company became effective on November 24, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward Looking Statements

 

This press release contains statements that constitute “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”), which could cause actual results to differ from forward-looking statements. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. No assurance can be given that the Company will ultimately complete a business combination transaction.

 

Contact

 

Andrew McLean
Invest Green Acquisition Corporation
Email: [email protected]