American Drive Acquisition (NASDAQ: ADACU) closes $230M IPO and adds $6M warrant placement

Rhea-AI Filing Summary

American Drive Acquisition Company filed an amended current report to correct its earlier disclosure by adding an audit opinion signature to an exhibit. The filing also confirms that on December 19, 2025, the company completed its initial public offering of 23,000,000 units, each consisting of one Class A ordinary share and one-third of a redeemable warrant, at $10.00 per unit, for gross proceeds of $230,000,000. At the same time, it sold 4,000,000 private placement warrants at $1.50 per warrant to its sponsor and Cantor Fitzgerald & Co., generating an additional $6,000,000. A total of $230,000,000 from these transactions was deposited into a U.S.-based trust account, and an audited balance sheet as of December 19, 2025 has been issued as an exhibit.

Positive

• Completed SPAC IPO raising $230,000,000 of gross proceeds through the sale of 23,000,000 units at $10.00 per unit.
• Raised an additional $6,000,000 via the private placement of 4,000,000 warrants to the sponsor and Cantor Fitzgerald & Co.
• Funded a $230,000,000 U.S.-based trust account with Continental Stock Transfer & Trust Company, establishing the SPAC’s capital pool for a future business combination.

Negative

• None.

Insights

Capital markets & SPAC structure analyst

American Drive Acquisition Company closed its SPAC IPO and funded a $230M trust.

American Drive Acquisition Company has completed its SPAC IPO, selling 23,000,000 units at $10.00 each for gross proceeds of $230,000,000. Each unit bundles one Class A ordinary share with one-third of a redeemable warrant, with each whole warrant exercisable at $11.50 per share, a typical SPAC structure that can add equity capital if exercised later.

Alongside the IPO, the company completed a private placement of 4,000,000 private placement warrants to its sponsor and Cantor Fitzgerald & Co. at $1.50 per warrant, raising an additional $6,000,000. The filing states that $230,000,000 of the combined proceeds was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, which is a core feature of SPACs because it segregates capital until a future business combination.

The amendment itself is administrative, updating Exhibit 99.1 to include WithumSmith+Brown, PC’s signature on the audited balance sheet as of December 19, 2025. The financially meaningful elements—IPO size, warrant terms, and trust funding—were already in place, but this disclosure helps clarify the company’s initial capital base and confirms that audited opening balance sheet information is available to investors.

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) January 5, 2026 (December 19, 2025)

American Drive Acquisition Company 

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-43016	98-1873976
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1050 Connecticut Ave NW, Suite 500 

Washington, D.C. 20036 (Address of Principal Executive Offices) (Zip Code)

(248) 890-7200 (Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant		ADACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		ADAC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		ADACW		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

This Amendment No. 1 to Form 8-K amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2025. The amendment is being filed to correct exhibit 99.1 to add a signature to WithumSmith+Brown, PC’s audit opinion.

Item 8.01. Other Events.

On December 19, 2025, American Drive Acquisition Company (the “Company”) consummated its initial public offering (the “IPO”) of 23,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares), and one-third of one redeemable warrant of the Company (each warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

On December 19, 2025, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 4,000,000 private placement warrants (the “Private Placement Warrants”) to Petit Monts LLC, the Company’s sponsor (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000.

A total of $230,000,000 out of the proceeds from the IPO and the sales of the Private Placement Warrants was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of December 19, 2025 reflecting the receipt of the proceeds upon the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Audited Balance Sheet as of December 19, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN DRIVE ACQUISITION COMPANY
	By:	/s/ Anthony Eisenberg
		Name:	Anthony Eisenberg
		Title:	Chief Executive Officer

Dated: January 5, 2026

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FAQ

What did American Drive Acquisition Company (ADACU) disclose in this amended report?

The company filed an amended report to correct an exhibit by adding WithumSmith+Brown, PC’s audit opinion signature. The filing also reiterates that it consummated its initial public offering of 23,000,000 units and a concurrent private placement of 4,000,000 warrants, along with related trust funding and its audited balance sheet as of December 19, 2025.

How much capital did American Drive Acquisition Company raise in its IPO?

The company completed an IPO of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Each unit consists of one Class A ordinary share and one-third of a redeemable warrant.

What are the terms of the redeemable warrants for American Drive Acquisition Company?

Each unit includes one-third of a redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, providing potential additional equity funding if exercised in the future.

What is the size and purpose of American Drive Acquisition Company’s trust account?

The filing states that $230,000,000 from the IPO and private placement proceeds was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. This trust holds funds while the SPAC seeks a business combination.

What private placement did American Drive Acquisition Company complete with its IPO?

Simultaneously with the IPO closing on December 19, 2025, the company sold 4,000,000 private placement warrants to its sponsor, Petit Monts LLC, and Cantor Fitzgerald & Co. at $1.50 per warrant, generating gross proceeds of $6,000,000.

What financial statement information did American Drive Acquisition Company provide as an exhibit?

The company included an audited balance sheet as of December 19, 2025 as Exhibit 99.1, reflecting the receipt of proceeds from the IPO and the private placement. The amendment adds the audit opinion signature from WithumSmith+Brown, PC to that exhibit.