Indigo Acquisition Corp.

S-11 ea0237618-04.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 12, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

801 Brickell Avenue

Suite 1900

Miami, FL 33131

Tel: (305) 438-7700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James S. Cassel

Chairman and Chief Executive Officer

801 Brickell Avenue

Suite 1900

Miami, FL 33131

Tel: (305) 438-7700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective. This prospectus is not anoffer to sell these securities and it is not anoffer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 12, 2025

Preliminary Prospectus

$100,000,000

10,000,000 Units

Indigo Acquisition Corp. is a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “initial business combination” or our “business combination.” We may pursue a business combination with a target in any industry or geographic region that we believe can benefit from the expertise and capabilities of our management team.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination. We will not issue fractional shares and only whole shares will trade, so unless you purchase units in multiples of ten, you will not be able to receive or trade the fractional shares underlying the rights. We have also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, described below, as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released 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 of the units in this offering, which we refer to collectively throughout this prospectus as our public shares, subject to the limitations described herein.

Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. See“Summary — The Offering — Limitation onredemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” forfurther discussion on certain limitations on redemption rights.

If we are unable to complete our initial business combination within 21 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us pursuant to permitted withdrawals (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. However, we may hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination (as well as to delay or modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity), in which case we will provide our shareholders with the opportunity to redeem their shares in connection therewith. For instance, we could seek to modify the procedures a shareholder must follow to properly elect their redemption rights, although we have no current intention to do so. We will not, however, modify the substance of our obligation to redeem shares as provided for in this prospectus.

Indigo Sponsor Group, LLC, a Delaware limited liability company, which we refer to throughout this prospectus as our “sponsor,” currently holds 2,090,000 of our ordinary shares, our independent director nominees hold an aggregate of 75,000 shares and EBC Holdings, Inc., an affiliate of EarlyBirdCapital, Inc., the representative of the underwriters in this offering, which we refer to throughout this prospectus as “EBC” or the “representative,” holds an aggregate of 710,000 of our ordinary shares. A portion of such shares are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. These shares were purchased prior to this offering for

an aggregate purchase price of $5,000, or approximately $0.002 per share. Since our Sponsor, independent director nominees and EBC Holdings acquired these shares at a nominal price of approximately $0.002 per share, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. See the section titled“Risk Factors — Risks Relating to our Securities — Our shareholders prior to this offering contributed an aggregate of $5,000, or approximately $0.002 per share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.”

If we increase the size of the offering, we will effect a share dividend, or other appropriate mechanism, as applicable, with respect to the founder shares and EBC founder shares immediately prior to the consummation of the offering in such amount as to maintain the ownership by the holders thereof at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the shares underlying the private units described below and any units purchased by the initial shareholders in this offering). Increasing the number of founder shares and EBC founder shares means that the increase in offering size will not have the effect of reducing dilution for the public holders.

Our sponsor and EBC have agreed that they and/or their designees will purchase from us an aggregate of 350,000 private units (225,000 private units to be purchased by our sponsor and 125,000 private units to be purchased by EBC or its designees) at a price of $10.00 per unit for a total purchase price of $3,500,000 in a private placement that will close simultaneously with the closing of this offering. We refer to these units throughout this prospectus as the “private units.” Our sponsor and EBC have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up to an additional 30,000 private units on a pro rata basis (up to 19,286 private units to be purchased by our sponsor and up to 10,714 private units to be purchased by EBC or its designees) at a price of $10.00 per unit in an amount that is necessary to maintain in the trust account $10.00 per unit sold to the public in this offering. The private units are identical to the units sold in this offering, subject to limited exceptions. Our sponsor and EBC have agreed not to transfer, assign or sell any of the private units or underlying securities (with certain exceptions) until the completion of our initial business combination.

As more fully discussed in“Management — Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have actual or potential conflicts of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as compared to purchasers in this offering. See the sections titled“Summary — Conflicts of Interest,” “Proposed Business — Initial Business Combination” and“Management — Conflicts of Interest” for more information. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 21 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units may become worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse our sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay $165,000 in loans made to us by our sponsor and EBC to cover a portion of the expenses of this offering. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into private units described below at a price of $10.00 per unit at the option of our sponsor. Additionally, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Further, EBC will be entitled to receive underwriting commissions of $2,000,000 (or $2,300,000 if the underwriters’ over-allotment option is exercised in full) upon the closing of this offering, deferred underwriting commissions of $3,500,000 (or $4,025,000 if the underwriters’ over-allotment option is exercised in full) upon consummation

of our initial business combination and such other fees as we may agree upon with EBC in connection with any additional financial advisory, placement agency or other similar investment banking services it may provide to us in the future. As a result, there may be actual or potential material conflicts of interest between our sponsor and our management team and their respective affiliates on the one hand, and purchasers in this offering on the other hand. See“Summary — Our Sponsor,” “Summary — The Offering — Founder Shares and EBC founder shares,” “Summary — The Offering — Transfer Restrictions on Founder Shares and EBC Founder Shares,” “Summary — The Offering — Conflicts of interest,” “Proposed Business — Effecting our Initial Business Combination” and “Management — Conflicts of Interest” for more information.

As a result of the ownership of the founder shares, EBC is deemed to have a “conflict of interest” under Rule 5121(f)(5) of the Conduct Rules of FINRA. Accordingly, this offering will be made in compliance with Rule 5121 of FINRA’s Conduct Rules, which requires that a “qualified independent underwriter,” as defined by FINRA, participate in the preparation of the registration statement of which this prospectus forms a part and exercise the usual standard of due diligence with respect to such document. We will engage IB Capital LLC to be the qualified independent underwriter and participate in the preparation of the registration statement of which this prospectus forms a part and exercise the usual standards of “due diligence” in respect thereto. IB Capital LLC will not receive any separate fee for acting as qualified independent underwriter but will receive negotiated underwriting fees among the underwriters for acting as an underwriter in the offering.

The following table illustrates the difference between the public offering price and our net tangible book value (“NTBV”), as adjusted to give effect to this offering and to redemptions of our public shares at varying levels, assuming the full exercise and no exercise of the over-allotment option. See the sections titled“Prospectus Summary — Dilution” and “Dilution” for more information.

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the sections titled“Proposed Business — Effecting our Initial Business Combination — Sourcing of Potential Business Combination Targets” and“Management — Conflicts of Interest.”

Currently, there is no public market for our units, ordinary shares or rights. We have applied to list our units on The Nasdaq Stock Market LLC, or “NASDAQ” under the symbol “INACU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The ordinary shares and rights comprising the units will begin separate trading on the 90 th day following the date of this prospectus unless EBC informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the ordinary shares and rights will be listed on NASDAQ under the symbols “INAC” and “INACR”, respectively.

No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $100,000,000 or $115,000,000, if the underwriters’ over-allotment option is exercised in full ($10.00 per public share in either case), will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee, approximately $2,500,000, or $2,800,000, if the underwriters’ over-allotment option is exercised in full, will be used to pay fees and expenses in connection with the closing of this offering, including underwriting discounts and commissions, and an estimated $1,000,000 will be available for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, if any, the proceeds from this offering and the sale of the private units that are deposited in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to delay or modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our initial business combination within 21 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

Investing in our securities involves a high degree of risk. See the section of this prospectus entitled“Risk Factors” beginning on page 30 for a discussion of the information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors under Rule 419 blank check offerings.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) Includes $0.20 per unit, or $2,000,000 in the aggregate (or up to $2,300,000 if the overallotment option is exercised in full), payable to EBC upon the closing of this offering. Also includes $0.35 per unit, or up to $3,500,000 in the aggregate (or up to $4,025,000 if the overallotment option is exercised in full), payable to EBC in this offering for deferred underwriting commissions to be placed in a trust account located in the United States and released to EBC only upon the completion of an initial business combination. See the section of this prospectus entitled “Underwriting (Conflicts of Interest)” for a description of compensation and other items of value payable to the underwriters.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2025.

Book-Running Manager

EarlyBirdCapital, Inc.

, 2025