SCHEDULE: Invest Green Sponsor & CEO Disclose 26.1% Stake

IG SPAC Sponsor LLC and CEO Andrew McLean jointly report beneficial ownership of 26.1% of Invest Green Acquisition Corporation's ordinary shares.

Summary

• IG SPAC Sponsor LLC and Andrew McLean are the reporting persons for this Schedule 13D filing.
• They beneficially own an aggregate of 6,230,000 ordinary shares of Invest Green Acquisition Corporation, representing 26.1% of the total outstanding ordinary shares.
• This ownership includes 480,000 Class A ordinary shares and 5,750,000 Class B ordinary shares.
• Class B ordinary shares are automatically convertible into Class A ordinary shares on a one-for-one basis upon the Issuer's initial business combination.
• The funds used for these acquisitions originated from the working capital of the Sponsor.
• On June 4, 2025, the Sponsor paid $25,000, or approximately $0.003 per share, for 7,665,900 Class B ordinary shares (Founder Shares).
• On September 17, 2025, the Sponsor surrendered 1,915,900 founder shares for no consideration, reducing their holding to 5,750,000 founder shares.
• On November 24, 2025, concurrent with the Issuer's initial public offering (IPO), the Sponsor purchased 480,000 private placement units for an aggregate price of $2,400,000.
• Each private placement unit consists of one Class A ordinary share and one right to receive one-tenth of one Class A ordinary share upon consummation of an initial business combination.
• Andrew McLean, as Chief Executive Officer of Invest Green Acquisition Corporation and manager of the Sponsor, is actively involved in the Issuer's business decisions and the pursuit of a suitable target for a business combination.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership for a SPAC post-IPO. The significant insider ownership is a positive for alignment, but the low cost basis of founder shares represents potential dilution for public shareholders. No new operational or financial news is presented, making the sentiment neutral to slightly positive due to the clear commitment to the SPAC's purpose.

Positives

• Significant insider ownership of 26.1% by the Sponsor and CEO Andrew McLean aligns their interests with those of public shareholders in achieving a successful business combination.
• The Sponsor's investment of $2,400,000 in private placement units demonstrates a financial commitment to the Issuer's success post-IPO.
• The explicit statement that Andrew McLean is actively pursuing a business combination target confirms the SPAC's core strategic objective is being addressed.

Negatives

• The initial acquisition of founder shares by the Sponsor at a price of approximately $0.003 per share, significantly lower than the IPO price, represents potential dilution for public shareholders upon a successful business combination.
• Lock-up provisions on the private placement units and underlying securities restrict transferability until 30 days after the consummation of an initial business combination, limiting liquidity for the Sponsor during this period.

Risks

• The Issuer's success is contingent on identifying and completing a suitable business combination, which is inherently uncertain.
• A successful business combination may result in changes to the Issuer's board of directors, corporate structure, or charter.
• The reporting persons may acquire or dispose of additional securities of the Issuer from time to time, which could impact the market price of the ordinary shares.

Future Outlook

The reporting persons intend to support the Issuer's business plan, which is to enter into a business combination. Andrew McLean, as CEO, is actively involved in pursuing a suitable target and effecting any such combination, which may lead to changes in the Issuer's board, corporate structure, or charter. The reporting persons may acquire or dispose of additional securities from time to time.

Management Comments

• "Mr. Andrew McLean is 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."
• "Mr. Andrew McLean, as Chief Executive Officer of the Issuer, is 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."

Industry Context

This filing is a routine disclosure for a Special Purpose Acquisition Company (SPAC) following its initial public offering (IPO), detailing the beneficial ownership of its sponsor and key management. The significant ownership stake held by the sponsor and CEO is a common structural element in SPACs, designed to align their incentives with the successful completion of a de-SPAC transaction. The stated intent to actively pursue a business combination target is standard for a SPAC at this stage of its lifecycle.

Corporate Governance

Related Party Transactions

• IG SPAC Sponsor LLC (the Sponsor) acquired 7,665,900 Class B ordinary shares for $25,000 on June 4, 2025, and later surrendered 1,915,900 shares, resulting in 5,750,000 founder shares.
• The Sponsor purchased 480,000 private placement units for $2,400,000 on November 24, 2025, concurrently with the IPO.
• Andrew McLean, as manager of the Sponsor and CEO of Invest Green Acquisition Corporation, is deemed to beneficially own the shares held by the Sponsor and is involved in material business decisions and the pursuit of a business combination.
• Agreements such as the Private Placement Units Purchase Agreement, Registration Rights Agreement, and Insider Letter were entered into between the Issuer and the Sponsor (and other security holders/officers/directors).

Stakeholder Impact

• Shareholders: The significant beneficial ownership by the sponsor and CEO aligns their interests with public shareholders in seeking a successful business combination. However, the low cost basis of founder shares could lead to dilution concerns for public shareholders post-combination.
• Management: Andrew McLean's role as CEO and his beneficial ownership position him centrally in the company's strategic direction and the pursuit of a business combination.
• Creditors: No direct impact mentioned, as the filing focuses on equity ownership and corporate governance agreements.

Next Steps

• The Issuer will continue to pursue a suitable target for its initial business combination.
• Andrew McLean will be actively involved in effecting any such business combination.
• The reporting persons may acquire or dispose of additional securities of the Issuer from time to time.
• Upon consummation of an initial business combination, Class B ordinary shares will automatically convert into Class A ordinary shares.
• 48,000 Class A ordinary shares will be issued upon conversion of 480,000 rights upon consummation of the initial business combination.

Key Dates

Recommendation

This Schedule 13D filing is a standard post-IPO disclosure for a SPAC, detailing the beneficial ownership of the sponsor and CEO. It confirms their significant stake and commitment to finding a business combination. While the low cost basis of founder shares is a structural characteristic of SPACs that can be dilutive, it's not new information. There are no new operational or financial updates to warrant a change in investment thesis. Investors should hold, awaiting further news regarding a potential business combination target.

Keywords

Invest Green Acquisition Corporation, IG SPAC Sponsor LLC, Andrew McLean, Schedule 13D, beneficial ownership, SPAC, Class A ordinary shares, Class B ordinary shares, private placement units, founder shares, business combination, corporate governance, SEC filing