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 May 12, 2025

James Cassel
Chief Executive Officer
Indigo Acquisition Corp.
801 Brickell Avenue
Suite 1900
Miami, FL 33131

 Re: Indigo Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted April 15, 2025
 CIK No.: 0002063816
Dear James Cassel:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. We note your disclosure on page 133 that you are required to have a
qualified
 independent underwriter for this transaction. Please revise here to
disclose this
 information and also to identify the qualified independent underwriter.
2. We note disclosure on page 63 and elsewhere in your prospectus that if
you increase
 or decrease the size of your offering, you will effect a share dividend
or contribution
 back to capital with respect to your founder shares and EBC founder
shares to
 maintain their ownership at 20% of the issued and outstanding ordinary
shares. Please
 revise to disclose the additional issuance of ordinary shares upon a
change in the size
 of the offering and discuss the extent to which such issuances may
result in material
 May 12, 2025
Page 2

 dilution to shareholders. Refer to Items 1602(a)(3) and 1602(b)(6) of
Regulation S-K.
3. We refer to your statement, here and elsewhere in your prospectus, that
you may
 amend your governing documents to modify the amount of time you will
have to
 consummate an initial business combination, and may also "modify the
substance or
 timing of [y]our obligation to redeem 100% of [y]our public shares if
[you] have not
 consummated an initial business combination within the [referenced] time
periods."
 Please revise your disclosures as appropriate to explain how you may
modify the
 substance or timing of such obligation.
Our Acquisition Process, page 5

4. Please clarify your statement that you will use "managements' respective
platforms" to
 evaluate potential targets for an initial business combination. Refer to
1602(b)(1) of
 Regulation S-K.
Summary
Our Sponsor, page 5

5. Please revise your disclosure to describe the material roles and
responsibilities of the
 SPAC sponsor, its affiliates, and promoters in directing and managing
the SPAC's
 activities. Refer to Item 1603(a)(4) of Regulation S-K.
6. We note your statement that your officers, as well as the non-managing
members, will
 hold membership interests, directly or indirectly, in your sponsor.
Please revise your
 disclosures as appropriate to identify the non-managing members and
describe the
 nature of their interests. Refer to Item 1603(a)(7) of Regulation S-K.
7. Please expand your narrative disclosure to the table on page 6 to
discuss the extent
 the potential conversion of up to $1,500,000 of working capital loans
into private
 units may result in material dilution of the public holders' equity
interests. See Item
 1602(b)(6) of Regulation S-K.
8. Please revise your table on page 7 to identify each natural person and
entity subject to
 each agreement, arrangement, or understanding. Please disclose the
transfer
 restrictions tied to the EBC founder shares. Refer to Item 1603(a)(9) of
Regulation S-
 K.
Conditions to completing our initial business combination, page 15

9. We note that you may seek shareholder approval to amend your amended and
restated
 memorandum and articles of association to extend the amount of time you
have to
 complete an initial business combination and there there is no limit on
the number of
 extensions you may seek. Please revise your disclosure to clarify
whether there will be
 redemption rights in connection with each extension, and revise your
disclosure on
 page 20 to clarify the level of shareholder approval needed for such
extensions. Refer
 to Item 1602(b)(4) of Regulation S-K.
Manner of conducting redemptions, page 17

10. We refer to your statement that if you assume only the minimum number of
shares
 representing a quorum are voted, the EBC founder shares are voted in
favor of the
 business combination and the over-allotment option is not exercised, you
would need
 May 12, 2025
Page 3

 1,433,333 of the public shares to be voted in favor of the initial
business combination.
 Please explain to us your calculation of this amount given that
following the offering
 and private placement, there would be 12,850,000 shares outstanding and
collectively,
 2,850,000 founder shares and EBC founder shares shares outstanding. In
addition,
 expand the second summary risk factor on page 27 to specify the low
level of public
 shares that may be needed to approve an initial business combination.
Conflicts of Interest, page 23

11. We note your statement that, subject to certain pre-existing obligations
they may have,
 your officers and directors have agreed to offer all suitable business
combination
 opportunities to you before any other person or company until you enter
into a
 definitive agreement with respect to a business combination. We also
note your
 statement on page 26 that none of your initial shareholders or their
affiliates have any
 obligation to present you with any potential business combination
opportunity of
 which they become aware, unless presented to such member specifically in
the
 capacity as your officer or director, and that your CEO and CFO control
the
 management of the sponsor. Please revise your disclosures as appropriate
to reconcile
 your disclosures or otherwise clarify.
Risk Factors, page 30

12. We note your disclosure on page 7 that your sponsor may surrender or
forfeit, transfer
 or exchange your founder shares, private placement units or any of your
securities for
 any reason. Please add risk factor disclosure regarding the risks that
may arise from
 your sponsor having the ability to remove itself as your sponsor before
identifying a
 business combination, including through its unconditional ability to
transfer its shares
 or otherwise.
If our initial business combination involves a company organized under the laws
of a state of
the United States, it is possible a 1% . . ., page 33

13. You state that the imposition of an excise tax resulting from
redemptions could reduce
 the cash contribution to the target company. We also note that you may
release funds
 from the trust account to pay taxes prior to the initial business
combination. Please
 revise your disclosures as appropriate to clarify whether any excise tax
will be paid
 from funds in the trust account.
Our rights agreement will designate the courts. . ., page 57

14. We note that the exclusive forum provision of your rights agreement
applies to
 Securities Act claims. Please revise to state that investors cannot
waive compliance
 with the federal securities laws and the rules and regulations
thereunder. In that
 regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for
 federal and state courts over all suits brought to enforce any duty or
liability created
 by the Securities Act or the rules and regulations thereunder. Please
also expand your
 Description of Securities section to discuss your exclusive forum
provisions.
Dilution, page 67

15. We note your disclosure in the introductory paragraphs to the dilution
tables that your
 May 12, 2025
Page 4

 calculations assume the issuance of 1/10th of a share for each right
outstanding.
 However, this assumption is not consistent with your dilution
calculations, which do
 not appear to reflect impact of the issuance of these shares for the
rights outstanding.
 Please clarify or revise.
16. We note your assumption in your dilution disclosure that no ordinary
shares and
 convertible equity or debt securities are issued in connection with
additional financing
 you may seek in connection with an initial business combination. Please
revise your
 disclosure to address the fact that you may need to obtain additional
financing as you
 intend to target businesses with enterprise values that are greater than
you could
 acquire with the net proceeds of the offering and the sale of the
private units.
Management, page 93

17. Please revise to expand your disclosure regarding your sponsor,
affiliates, and
 promoters' experience in organizing special purpose acquisition
companies and their
 involvement in those companies. Refer to Item 1603(a)(3) of Regulation
S-K. With
 respect to Mr. Vogel's former special purpose acquisition companies
which you
 reference on page 94, please revise to disclose the financing needed for
such
 transactions and the level of redemptions sought in connection with such
initial
 business combinations.
Conflicts of Interest, page 97

18. We note your statement that each of your officers and directors has
fiduciary or
 contractual obligations to other entities. Please revise to provide a
brief description of
 the fiduciary duties of each officer and director to other companies.
Refer to Item
 1603(c) of Regulation S-K.
Principal Shareholders, page 101

19. Please disclose the natural person(s) with voting or investment control
of the shares
 owned by EBC Holdings, Inc. Refer to Item 403 of Regulation S-K.
Exhibits

20. We note your disclosure regarding a promissory note entered into between
the
 company, the sponsor, and EBC for $95,000. Please file the promissory
note as an
 exhibit or advise us why it would not be appropriate. Refer to Item 601
of Regulation
 S-K.
 May 12, 2025
Page 5

 Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at
202-551-8776 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Jeffrey M. Gallant
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