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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 6, 2026
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.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers.
On February 6, 2026, the Board
of Directors (the “Board”) of American Drive Acquisition Company (the “Company”), increased
the size of the Board from five members to six members and appointed Mr. Nitin Kumar to fill the resulting vacancy. Mr. Kumar was designated
a Class I member of the Board and will serve until the expiration of his term on the date of the Company’s first annual meeting
of the shareholders and until his successor is elected and qualified, subject to his earlier death, resignation, retirement, disqualification
or removal.
Nitin Kumar, 50, is a seasoned
financial markets executive with over two decades of experience in volatility risk management, cross-asset derivatives trading, and portfolio
management. Mr. Kumar is the co-founder of AlphaVols, where he currently works. Founded in 2023, AlphaVols delivers real-time risk management
dashboards and quantitative attribution models that help investors analyze and manage risk, as well as a cloud-based risk management platform
offering options analytics for family offices and smaller funds. Prior to AlphaVols, Mr. Kumar served as a portfolio manager at Laurion
Capital Management from July 2012 to July 2022, where he oversaw cross-asset macro volatility portfolios. While there, Mr. Kumar generated
over $200 million in profits by trading a range of options across foreign exchange, interest rates, equity indices, and commodities. From
October 2009 to December 2011, Mr. Kumar was a portfolio manager at Hutchin Hill Capital Management, where he co-managed options strategies
based on global economic trends and oversaw research and junior trader staff. Earlier in his career, Mr. Kumar served as a portfolio manager
at Citadel Investment Group, as well as Vice President at JPMorgan Securities, serving in both its London and New York offices. Mr. Kumar
earned a B.A. with High Honors in Economics, Physics, and Computer Science from Wesleyan University in 1998.
There are no arrangements
or understandings between Mr. Kumar and any other person pursuant to which Mr. Kumar was appointed as a director of the Company. The Board
has determined that Mr. Kumar is independent under the applicable rules of the Securities and Exchange Commission (the “SEC”)
and the Nasdaq Stock Market. Mr. Kumar is a member of the Company’s sponsor, Petit Monts LLC (the “sponsor”),
but does not have voting or dispositive control over securities held by the sponsor.
Since the beginning of Company’s
last fiscal year, the Company has not engaged in any transaction, or any currently proposed transaction, in which Mr. Kumar had or will
have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated by the
SEC.
Mr. Kumar has not entered
into an employment agreement with the Company. Mr. Kumar received 25,000 Class B ordinary shares in the capital of the Company, par value
US$0.0001 each, from the sponsor in February 2026 in connection with his service as a director of the Company. In connection with this
appointment, Mr. Kumar entered into joinders to (i) that certain letter agreement (the “Letter Agreement”), dated December
17, 2025, by and among the Company, its officers, directors, and the sponsor, and (ii) that certain registration rights agreement (the
“Registration Righst Agreement”), dated December 17, 2025, by and among the Company and certain security holders. The
Letter Agreement and the Registration Rights Agreement are included as Exhibit 10.5 and Exhibit 10.2, respectively, to the Company’s
Current Report on Form 8-K filed by the Company with the SEC on December 22, 2025. Additionally, in connection with his appointment, Mr.
Kumar entered into an indemnity agreement with the Company on the same terms as entered into by the directors and officers of the Company
at the time of the Company’s initial public offering. The form of the Company’s standard indemnification agreement is included
as Exhibit 10.7, to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 22, 2025.
Item 8.01. Other Events.
On February 6, 2026, the Company
announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”)
may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”),
and redeemable warrants (the “warrants”) included in the Units commencing on February 9, 2026. Each Unit consists of
one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share. Any Units not separated will continue
to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “ADACU”. Any underlying Class A ordinary
shares and warrants that are separated will trade on Nasdaq under the symbols “ADAC” and “ADACW”, respectively.
No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have
their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’
Units into Class A ordinary shares and warrants.
A copy of the press release issued by the Company
announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated February 6, 2026 |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
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: February 6, 2026
Exhibit 99.1
American
Drive Acquisition Company Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing on February 9, 2026
NEW YORK, NY, February 6, 2026 –
American Drive Acquisition Company (Nasdaq: ADACU) (the “Company”) today announced that, commencing on February 9,
2026, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately
trade the Company’s Class A ordinary shares (the “Ordinary Shares”) and warrants (the “Warrants”)
included in the Units.
The Ordinary Shares and Warrants received from
the separated Units will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “ADAC” and “ADACW”,
respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “ADACU”. No fractional Warrants
will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact
Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares
and Warrants.
The Company was formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The Company may pursue an initial business combination opportunity in any industry or sector but intends to capitalize on the ability
of its management team to identify, acquire and operate a business or businesses that can benefit from its management team’s established
global relationships, sector expertise and active management and operating experience. In particular, it currently intends to focus on
American companies in the defense, logistics, transportation, technology and AI sectors.
The Units were initially offered by the Company
in an underwritten offering. Cantor Fitzgerald & Co. acted as sole book-running manager. Copies of the prospectus relating to
the offering may be obtained from Cantor Fitzgerald & Co., 499 Park Avenue, New York, NY 10022, Attention: General Counsel, or by
email at: prospectus@cantor.com.
The registration statement relating to the securities
of the Company was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements” that involve risks and uncertainties. Forward-looking statements are statements that are not
historical facts. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of
the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus
for the Company’s initial public offering filed with the SEC, which could cause actual results to differ from forward-looking statements.
Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law. No assurance can be given that the Company
will ultimately complete a business combination transaction.
Contact
Tony Eisenberg
American Drive Acquisition Company
Email: Tony@americandrivecorp.com
