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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 10, 2026
D. Boral Acquisition I Corp.
(Exact name of registrant as specified in its
charter)
| British Virgin Islands |
|
001-43115 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
590 Madison Ave.
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212)-970-5150
Not Applicable
(Former name or former address, if changed since
last report)
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)) |
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-half of one redeemable warrant |
|
DBCAU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DBCA |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DBCAW |
|
The Nasdaq Stock Market LLC |
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 ☒
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 1.01. Entry into a Material Definitive
Agreement.
On February 12, 2026, D.
Boral Acquisition I Corp. (the “Company”) consummated its initial public offering (“IPO”), which
consisted of 28,750,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase
up to 3,750,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of $287,500,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class
A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”) of the Company,
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the registration statement on Form
S-1 relating to the IPO (the “Registration Statement”):
| ● | An Underwriting Agreement,
dated February 10, 2026, by and between the Company and D. Boral Capital LLC (the “Representative”) and the qualified
independent underwriter named therein, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated
February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is
attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust
Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy
of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement,
dated February 10, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference. |
| ● | A Private Placement Units Purchase
Agreement, dated February 10, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the
Company and D. Boral Sponsor I LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated
herein by reference. |
| ● | A Letter Agreement, dated February
10, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and
incorporated herein by reference. |
| ● | An Administrative Services
Agreement, dated February 10, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference. |
| ● | Indemnity Agreement, dated
February 10, 2026, by and among the Company and each Director (as defined below) and executive officers of the Company, a copy of form
of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity
Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private placement of an aggregate of
200,000 units (the “Private Placement Units”) to the Sponsor at $10.00 per Unit, each Unit consisting of one Class
A Ordinary Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the
Company. The Warrants contained in the Private Placement Units are identical to the Warrants included in the Units sold in the IPO, except
as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The
issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
The Company also issued
to the Representative and/or its designees, 2,000,000 Class A ordinary shares upon the consummation of the IPO (the “Representative
Shares”). The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that
these securities cannot be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of
180 days from the date of the IPO except as permitted under FINRA Rule 5110(e)(2). The Representative agreed not to transfer, assign
or sell any such shares until the completion of the Company’s initial business combination without the Company’s written
consent. In addition, the Representative agreed (i) to waive its redemption rights with respect to such shares in connection with
the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from
the trust account with respect to such shares if the Company fails to complete its initial business combination within the period of
time provided in the Amended and Restated Memorandum and Articles of Association (as defined below). The issuance of the
Representative Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2026, in
connection with the IPO, Luisa Ingargiola, Jeffrey Tullman, George Kollitides, and Kevin McGurn (the “New Directors”
and, collectively with David Boral, John Darwin, and Benjamin Piggott the “Directors” and each singularly a “Director”)
were appointed to the board of directors of the Company (the “Board”). Effective February 10, 2026, each of Luisa Ingargiola,
George Kollitides and Jeffrey Tullman were appointed to the Board’s Audit Committee with Luisa Ingargiola serving as chair of the
Audit Committee. Each of George Kollitides, Jeffrey Tullman, and Kevin McGurn were appointed to the Board’s Compensation Committee,
with George Kollitides serving as chair of the Compensation Committee.
On February 10, 2026, the
Company entered into indemnity agreements with each of its Directors and officers that require the Company to indemnify each of them to
the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibits 10.6 to this Current Report on Form 8-K
and incorporated in this Item 5.02 by reference.
Item 5.03. Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.
On February 10, 2026, in
connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and
Restated Memorandum and Articles of Association”) with the BVI Registrar of Corporate Affairs, which was effective on February
10, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and
are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $287,500,000,
comprised of the proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust
account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,
(ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months
from the closing of the IPO (or 21-month period if the Sponsor exercises its three month-extension option) (or by such earlier liquidation
date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it
has not consummated an initial business combination within 18 months from the closing of the IPO (or 21-month period if the Sponsor exercises
its three month-extension option) or with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity.
On February 10, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On February 12, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 10, 2026, by and between the Company and D. Boral Capital LLC, as representative of the several underwriters, and the qualified independent underwriter named therein. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Warrant Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated February 10, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated February 10, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated February 10, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
| 10.5 |
|
Administrative Services Agreement, dated February 10, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement |
| |
|
| 99.1 |
|
Press Release, dated February 10, 2026. |
| |
|
| 99.2 |
|
Press Release, dated February 12, 2026. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the 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.
| |
D. BORAL ACQUISITION I CORP. |
| |
|
|
| |
By: |
/s/ John Darwin |
| |
|
Name: |
John Darwin |
| |
|
Title: |
Chief Financial Officer |
| |
|
|
| Dated: February 17, 2026 |
|
|
Exhibit 99.1
D.
Boral Acquisition I Corp. Announces Pricing of $250,000,000 Initial Public Offering
NEW
YORK, NY, Feb. 10, 2026 (GLOBE NEWSWIRE) -- D. Boral Acquisition I Corp. (the “Company”) today announced the pricing
of its initial public offering of 25,000,000 units at a price of $10.00 per unit for total gross proceeds of $250,000,000. The units
are expected to begin trading on The Nasdaq Global Market under the ticker symbol “DBCAU” on February 11, 2026. Each unit
consists of one of the Company’s Class A ordinary shares and one-half of one redeemable public warrant. Each whole warrant entitles
the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the Company
expects that its Class A ordinary shares and warrants will be listed on The Nasdaq Global Market under the symbols “DBCA”
and “DBCAW,” respectively. The offering is expected to close on February 12, 2026, subject to customary closing conditions.
The Company was formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the
Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to focus
on industries that complement its management team’s background, and to capitalize on the ability of its management team to identify
and acquire a business.
D. Boral Capital LLC is acting as sole book-running manager for the
offering. The Company has granted the underwriters a 45-day option to purchase up to 3,750,000 additional units at the initial public
offering price to cover over-allotments, if any, which, if exercised in full, would bring the total gross proceeds of the offering to
$287,500,000.
The offering is being made only by means of a prospectus. When available,
copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC: Attn: 590 Madison Avenue, 39th Floor, New
York, NY 10022, or by email at dbccapitalmarkets@dboralcapital.com, or by telephone at (212) 970-5150, or from the U.S. Securities
and Exchange Commission’s (the “SEC”) website at www.sec.gov.
A registration statement on Form S-1 relating to these securities was
declared effective by the SEC on January 30, 2026. This press release shall not constitute an offer to sell or a solicitation of an offer
to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such 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,” including with respect to the Company’s initial public offering (“IPO”) and the gross proceeds thereof,
the anticipated use of the net proceeds from the IPO and the search for an initial business combination. No assurance can be given that
the offering discussed above will be completed on the terms described, or at all, that the net proceeds of the offering will be used as
indicated or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at all. Forward-looking
statements are subject to numerous conditions, 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 preliminary prospectus for the IPO filed with the SEC. Copies are available
on the SEC’s website, 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.
Contact
D. Boral Capital LLC
Email: dbccapitalmarkets@dboralcapital.com
Telephone: 212-970-5150
Exhibit 99.2
D.
Boral Acquisition I Corp. Announces Closing of $287,500,000 Initial Public Offering, Including Full Exercise of Underwriters’ Over-Allotment
Option
New York, NY, Feb. 12, 2026 (GLOBE NEWSWIRE)
-- D. Boral Acquisition I Corp. (the “Company”) today announced the closing of its initial public offering of 28,750,000 units,
which includes 3,750,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a price of
$10.00 per unit for total gross proceeds of $287,500,000. The units began trading on The Nasdaq Global Market under the ticker symbol
“DBCAU” on February 11, 2026. Each unit consists of one of the Company’s Class A ordinary shares and one-half of one
redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50
per share. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities
comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be traded on The Nasdaq Global Market
under the symbols “DBCA” and “DBCAW,” respectively.
The Company intends to use the net proceeds from the offering and the simultaneous private placement of units to pursue and consummate
a business combination with one or more businesses.
D. Boral Capital LLC acted as sole book-running
manager for the offering.
Loeb & Loeb LLP acted as legal counsel
to the Company and Paul Hastings LLP acted as legal counsel to D. Boral Capital LLC.
The offering was made only by means of a prospectus.
Copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC: Attn: 590 Madison Avenue 39th Floor, New
York, NY 10022, or by email at dbccapitalmarkets@dboralcapital.com, or by telephone at (212) 970-5150, or from the U.S. Securities
and Exchange Commission’s (the “SEC”) website at www.sec.gov.
A registration statement on Form S-1 relating
to these securities was declared effective by the SEC on January 30, 2026. This press release shall not constitute an offer to sell or
a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.
About D. Boral Acquisition I Corp.
The Company was formed for the purpose of
effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location,
the Company intends to focus on industries that complement its management team’s background, and to capitalize on the ability of
its management team to identify and acquire a business.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds from the IPO and
the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated
or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at all. Forward-looking
statements are subject to numerous conditions, 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 prospectus for the IPO filed with the SEC. Copies are available on the
SEC’s website, 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.
Contact
D. Boral Capital LLC
Email: dbccapitalmarkets@dboralcapital.com
Telephone: 212-970-5150
