Indigo Acquisition Corp美股招股说明书(2025-07-01版)

$100,000,000 INDIGO ACQUISITION CORP. 10,000,000Units–––––––––––––––––––– Indigo Acquisition Corp. is a Cayman Islands exempted company incorporated forthe purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization, or similar business combination with one or more businesses, which werefer to throughout this prospectus as our “initial business combination” or our“business combination.” We may pursue a business combination with a target in anyindustry or geographic region that we believe can benefit from the expertise andcapabilities of our management team. This is an initial public offering of our securities. Each unit has an offeringprice of $10.00 and consists of one ordinary share and one right entitling the holderthereof to receive one-tenth of one ordinary share upon the completion of an initialbusiness combination. We will not issue fractional shares and only whole shares willtrade, so unless you purchase units in multiples of ten, you will not be able toreceive or trade the fractional shares underlying the rights. We have also grantedthe underwriters a 45-day option to purchase up to an additional 1,500,000 units tocover over-allotments, if any. We will provide our public shareholders with theopportunity to redeem all or a portion of their ordinary shares upon the completionof our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, described below, as oftwobusiness days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account and not previouslyreleased to us pursuant to permitted withdrawals (as described in this prospectus),divided by the number of then outstanding ordinary shares that were sold as part ofthe units in this offering, which we refer to collectively throughout this prospectusas our public shares, subject to the limitations described herein. Notwithstanding the foregoing, if we seek shareholder approval of our initialbusiness combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, togetherwith any affiliate of such shareholder or any other person with whom such shareholderis acting in concert or as a “group” (as defined under Section13 of theExchangeAct), will be restricted from redeeming its shares with respect to morethan an aggregate of 15% of the shares sold in this offering without our priorconsent.See“Summary—The Offering—Limitation on redemption rightsofshareholders holding 15%or more of the shares sold in this offering ifwehold shareholder vote”for further discussion on certain limitations onredemptionrights. If we are unable to complete our initial business combination within 21monthsfrom the closing of this offering, we will redeem 100% of the public shares at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned on the funds held in the trust account andnot previously released to us pursuant to permitted withdrawals (less up to $100,000of interest to pay liquidation and dissolution expenses), divided by the number ofthen outstanding public shares, subject to applicable law and as further describedherein. However, we may hold a shareholder vote at any time to amend our amended andrestated memorandum and articles of association to extend the amount of time we willhave to consummate an initial business combination (as well as to delay or modify thesubstance or timing of our obligation to redeem 100% of our public shares if we havenot consummated an initial business combination within the time periods describedherein or with respect to any other provisions relating to shareholders’ rights orpre-initial business combination activity), in which case we will provide ourshareholders with the opportunity to redeem their shares in connection therewith. Forinstance, we could seek to modify the procedures a shareholder must follow toproperly elect their redemption rights, although we have no current intention to doso. We will not, however, modify the substance of our obligation to redeem shares asprovided for in this prospectus. Indigo Sponsor Group, LLC, a Delaware limited liability company, which we referto throughout this prospectus as our “sponsor,” currently holds 2,090,000 of our ordinary shares, our independent director nominees hold an aggregate of 75,000sharesand EBC Holdings, Inc., an affiliate of EarlyBirdCapital, Inc., the representative ofthe underwriters in this offering, which we refer to throughout this prospectus as“EBC” or the “representative,” Table of Contents holds an aggregate of 710,000 of our ordinary shares. A portion of such shares aresubject to forfeiture depending on the extent to which the underwriters’ over-allotmento