SecProbe.io

CORRESP
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 filename1.htm

 September 26, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, D.C. 20549-3561

 Attn:
 Daniel Crawford and Alan Campbell

 Re:
 Invest Green Acquisition Corporation

 Registration Statement on Form S-1

 Filed July 22, 2025

 File No. 333-288875

 Dear Mr. Crawford and Mr. Campbell:

 On behalf of Invest Green
Acquisition Corporation (the "Company"), we are hereby responding to the comments of the staff (the "Staff") of the
U.S. Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated August 15, 2025 (the
"Comment Letter") with respect to the above referenced Registration Statement on Form S-1 (File No. 333-288875) (the "Registration
Statement").

 The Company is concurrently
filing with the Commission this letter and Amendment No. 1 (the "Amendment No. 1") to the Registration Statement, which reflects
the Company's responses to the comments received by the Staff and certain updated information. The Registration Statement, as amended
by Amendment No. 1, is referred to as the "Amended Registration Statement."

 For ease of reference, the
text of each of the Staff's comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's
response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized
terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

 Registration Statement on Form S-1

 Cover Page

 1.
 Please revise your cover page and where else you disclose that if you "seek shareholder approval for an extension, holders of public shares will be offered an opportunity to vote on the extension and to redeem their shares" to disclose whether they can redeem their shares regardless of whether they abstain, vote for or vote against the proposed extension.

 Response : The Company has
revised its disclosure on the cover page and pages 10, 26, 90, and 152 of Amendment No. 1 to the Registration Statement in
response to the Staff's comment.

 Summary

 Business Strategy, page 7

 2.
 Please revise under this heading where you discuss your acquisition strategy to also disclose, as you do on page 106, that you are focusing on completing a business combination with companies in the rare earth materials and nuclear energy industries.

 Response : The Company has revised
its disclosure on page 8 of Amendment No. 1 to the Registration Statement in response to the Staff's comment.

 Initial Business Combination, page 10

 3.
 Please revise to also disclose the amount of public shares sold in the IPO that would have to affirmatively vote for the business combination in order for it to be consummated.

 Response : The Company has revised
its disclosure on page 10 of Amendment No. 1 to the Registration Statement in response to the Staff's comment.

 Sponsor Information, page 13

 4.
 Please revise to disclose the experience of the SPAC sponsor, its affiliates and any promoters in organizing special purpose acquisition companies and the extent to which the SPAC sponsor, its affiliates and the promoters are involved in other special purpose acquisition companies. Refer to Item 1603(a)(3) of Regulation S-K.

 Response : The Company acknowledges
the Staff's comment and respectfully advises the Staff that none of its sponsor, its affiliates, or any promoters of the Company has experience
with organizing any special purpose acquisition companies. The Company acknowledges that Mr. Eric Luo was an independent director nominee
of a combined company as a result of the business combination between Ivanhoe Capital Acquisition Corp. and SES Holdings Pte. Ltd., however,
Mr. Luo was not involved in organizing the special purpose acquisition company.

 Risk Factors

 We may not be able to complete an initial
business combination because such initial business

 combination may be subject..., page 66

 5.
 Please revise to disclose whether your sponsor is, is controlled by, has any members who are or has substantial ties with, a non-U.S. person. If so, please also discuss how this fact could impact your ability to complete your initial business combination.

 Response : The Company has revised
its disclosure on pages 66 and 67 of Amendment No. 1 to the Registration Statement in response to the Staff's comment.

 Dilution, page 92

 6.
 It appears that the titles "Net proceeds from this offering and the sale of the private placement shares" and "Plus: Offering costs accrued for or paid in advance, excluded from tangible book value" have been reversed for the amounts presented in the respective line items. Please advise or revise.

 Response : The Company has revised
its disclosure on page 93 of Amendment No. 1 to the Registration Statement in response to the Staff's comment.

 Capitalization, page 94

 7.
 Please revise to provide footnotes which quantify and describe the adjustments that impacted your additional paid in capital and accumulated deficit balances.

 Response : The Company has revised
its disclosure on page 94 of Amendment No. 1 to the Registration Statement in response to the Staff's comment.

 Principal Shareholders, page 146

 8.
 Please revise to reflect the interests in the founder shares that will be transferred to Mssrs. Campbell and Krawchuk and your independent directors or advise.

 Response : The Company has revised
its disclosure on pages 146 and 147 of Amendment No. 1 to the Registration Statement in response to the Staff's comment.

 * *
*

 2

 We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (561) 650-7951.

 Sincerely,

 GREENBERG TRAURIG, P.A.

 By:
 /s/ Tricia Branker, Esq.

 Tricia Branker, Esq.

 cc: Andrew McLean – Chief Executive Officer

 Invest Green Acquisition Corporation

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 15, 2025

Andrew McLean
Chief Executive Officer and Director
Invest Green Acquisition Corporation
445 Park Avenue, 9th Floor
New York, NY 10022

 Re: Invest Green Acquisition Corporation
 Registration Statement on Form S-1
 Filed July 22, 2025
 File No. 333-288875
Dear Andrew McLean:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. Please revise your cover page and where else you disclose that if you
seek
 shareholder approval for an extension, holders of public shares will be
offered an
 opportunity to vote on the extension and to redeem their shares to
disclose whether
 they can redeem their shares regardless of whether they abstain, vote
for or vote
 against the proposed extension.
Summary
Business Strategy, page 7

2. Please revise under this heading where you discuss your acquisition
strategy to also
 disclose, as you do on page 106, that you are focusing on completing a
business
 combination with companies in the rare earth materials and nuclear
energy industries.
 August 15, 2025
Page 2
Initial Business Combination, page 10

3. Please revise to also disclose the amount of public shares sold in the
IPO that would
 have to affirmatively vote for the business combination in order for it
to be
 consummated.
Sponsor Information, page 13

4. Please revise to disclose the experience of the SPAC sponsor, its
affiliates and any
 promoters in organizing special purpose acquisition companies and the
extent to
 which the SPAC sponsor, its affiliates and the promoters are involved in
other special
 purpose acquisition companies. Refer to Item 1603(a)(3) of Regulation
S-K.
Risk Factors
We may not be able to complete an initial business combination because such
initial business
combination may be subject..., page 66

5. Please revise to disclose whether your sponsor is, is controlled by, has
any members
 who are or has substantial ties with, a non-U.S. person. If so, please
also discuss how
 this fact could impact your ability to complete your initial business
combination.
Dilution, page 92

6. It appears that the titles Net proceeds from this offering and the
sale of the private
 placement shares and Plus: Offering costs accrued for or paid in
advance, excluded
 from tangible book value have been reversed for the amounts presented
in the
 respective line items. Please advise or revise.
Capitalization, page 94

7. Please revise to provide footnotes which quantify and describe the
adjustments that
 impacted your additional paid in capital and accumulated deficit
balances.
Principal Shareholders, page 146

8. Please revise to reflect the interests in the founder shares that will
be transferred to
 Mssrs. Campbell and Krawchuk and your independent directors or advise.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eric Atallah at 202-551-3663 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
 August 15, 2025
Page 3

 contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224
with
any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Tricia Branker, Esq.
</TEXT>
</DOCUMENT>