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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 19, 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 8.01. Other Events
On February
19, 2026, D. Boral Acquisition I Corp. (the “Company”) announced that, commencing on February 25, 2026, the holders
of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share
of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-half of one warrant of the Company
(the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will
be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary Shares and the Warrants are expected to
trade on the Nasdaq Global Market under the symbols “DBCA” and “DBCAW,”
respectively. 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 Class A Ordinary Shares and Warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Dated: February 19, 2026 |
|
| |
|
| D. BORAL ACQUISITION I CORP. |
|
| |
|
| By: |
/s/ John Darwin |
|
| Name: |
John Darwin |
|
| Title: |
Chief Financial Officer |
|
Exhibit 99.1
D. Boral Acquisition
I Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing February 25, 2026
New York, NY, February
19, 2026 -- D. Boral Acquisition I Corp. (the “Company”) today announced that, commencing February 25, 2026, holders of the
units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and
warrants included in the units.
No
fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants
that are separated will trade on The Nasdaq Global Market under the symbols “DBCA” and “DBCAW,” respectively.
Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “DBCAU.” 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 Class A ordinary shares and warrants.
A registration statement
on Form S-1 relating to these securities was declared effective by the SEC on January 30, 2026. 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.
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 identify and acquire a business where the Company believes its management
teams’ and affiliates’ expertise will provide a competitive advantage, including the technology, healthcare, and logistics
industries.
Forward-Looking Statements
This press release contains
statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial
business combination. No assurance can be given 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