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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): May 26, 2026
Disciplined
Growth Acquisition Corporation
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43314 |
|
98-1913742 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
169 Rockaway Avenue
Garden City, New York
11530
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: (516) 550-4122
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 right |
|
DGACU |
|
The New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
DGAC |
|
The New York Stock Exchange |
| Rights, each right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the initial business combination |
|
DGACR |
|
The New York Stock Exchange |
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
May 28, 2026, Disciplined Growth Acquisition Corporation (the “Company”) consummated its initial public offering (“IPO”)
of 15,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.
In connection with the offering, $10.05 per Unit was deposited into a trust account with Odyssey Transfer and Trust Company acting as
trustee. 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 right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business
combination (each, a “Share Right”). The underwriters have a 45-day option to purchase up to an additional 2,250,000 units
to cover over-allotments, if any.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-295097) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on April 16, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated May 26, 2026, by and among the Company and Maxim Group LLC
(“Maxim” or the “Representative”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference. |
| ● | A Share Rights Agreement, dated May 26, 2026, by and between
the Company and Odyssey Transfer and Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated
herein by reference. |
| ● | An Investment Management Trust Agreement, dated May 26, 2026,
by and between the Company and Odyssey Transfer and 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 May 26, 2026, by and
among the Company, Disciplined Growth Sponsor LLC (the “Sponsor”), and Maxim, as representative of the several underwriters,
a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated May 26,
2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which
is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated May 26, 2026 (the “Underwriters’
Private Placement Units Purchase Agreement”), by and among the Company and Maxim Partners LLC, a copy of which is attached as Exhibit 10.4
hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated May 26, 2026, by and among the
Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated May 26, 2026, by and among the
Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated May 26, 2026,
by and between the Company and the Sponsor, which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
| ● | A Securities Subscription Agreement between the At-Risk Capital
Investors and the Company, dated May 26, 2026, by and between the Company and the At-Risk Capital Investors, which is attached as Exhibit
10.8 hereto and incorporated herein by reference. |
The Company also issued 675,000
Class A Ordinary Shares to the Representative’s designee as part of the underwriting compensation (the “Representative Shares”)
on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the
Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative
Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by
any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions
pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares until
the completion of the initial business combination, except as permitted under the Underwriting Agreement. In addition, the Representative
has agreed (i) to waive its redemption rights (or right to participate in any tender offer) 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 as provided
in the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”).
Item 3.02. Unregistered Sales of
Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement
Units Purchase Agreement, the Company completed the private sale of an aggregate of 345,000 units (the “Private Placement Units”)
to the Sponsor, Maxim and/or its designees and at-risk capital investors at a price of $10.00 per Private Placement Unit for an aggregate
purchase price of $3,450,000. Of these Private Placement Units, the Sponsor purchased 175,000 Private Placement Units, Maxim and/or its
designees purchased 60,000 Private Placement Units and the at-risk capital investors purchased 110,000 Private Placement Units. The Private
Placement Units (and underlying securities) are identical to 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.
Prior to the IPO, the Sponsor acquired from the Company an aggregate
of 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), for an aggregate
purchase price of $25,000, or approximately $0.004 per share. Simultaneously with the IPO, the Sponsor forfeited 1,100,000 founder shares
and the at-risk capital investors purchased 1,100,000 founder shares pursuant to the Subscription Agreements (of which, 150,000 founder
shares were purchased by the Maxim individuals and 950,000 founder shares were purchased by the third-party investors) for an aggregate
purchase price of approximately $4,000, or approximately $0.004 per share, which resulted in the Sponsor owning 4,650,000 founder shares.
The founder shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in the Amended Charter. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of the founder shares was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
May 27, 2026, in connection with the IPO, John W. Heilshorn, Aaron Spool, Michael Faber, John Ziegelman and Jay Gettenberg
(collectively, the “Directors”) were appointed to the board of directors of the Company (the “Board”).
Effective May 28, 2026, Mr. Gettenberg, Mr. Ziegelman and Mr. Faber were appointed to the Board’s Audit Committee, with Mr.
Gettenberg serving as chair of the Audit Committee. Each of Mr. Faber, Mr. Heilshorn and Mr. Gettenberg was appointed to the
Board’s Compensation Committee, with Mr. Faber serving as chair of the Compensation Committee.
On
May 26, 2026, the Company entered into indemnity agreements with each of the Directors and Executive Officers, which 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 Exhibit 10.6
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
On
May 26, 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 Cayman Islands Registrar of Companies, which was effective on May
26, 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 $150,750,000 from the proceeds of the offerings of the Units and the sale of the Private Placement Units (net of
transaction expenses and working capital) was placed in a U.S.-based trust account maintained by Odyssey Transfer and 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 up to $100,000 for 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 15 months from the closing of the
IPO (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 15 months from the
closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On
May 26, 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
May 28, 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.
(d) Exhibits
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 26, 2026, between the Company and Maxim, as representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Share Rights Agreement, dated May 26, 2026, by and between the Company and Odyssey Transfer and Trust Company. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, dated May 26, 2026, between the Company and Odyssey Transfer and Trust Company. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated May 26, 2026, by and among the Company, the Sponsor and Maxim, as representative of the
several underwriters. |
| |
|
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated May 26, 2026, between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Private Placement Units Purchase Agreement, dated May 26, 2026, between the Company and Maxim Partners LLC. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated May 26, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement. |
| |
|
|
| 10.7 |
|
Administrative Services Agreement, dated May 26, 2026, between the Company and the Sponsor. |
| |
|
|
| 10.8 |
|
Securities Subscription Agreement, dated May 26, 2026, between the At-Risk Capital Investors and the Registrant. |
| |
|
|
| 99.1 |
|
Press Release, dated May 26, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated May 28, 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.
| |
DISCIPLINED GROWTH ACQUISITION CORPORATION |
| |
|
|
| |
By: |
/s/ Robert Wotczak |
| |
|
Name: |
Robert Wotczak |
| |
|
Title: |
Chief Executive Officer |
| Dated: June 1, 2026 |
|
|
Exhibit
99.1
Disciplined
Growth Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering
Garden City, New
York, May 26, 2026 (GLOBE NEWSWIRE) -- Disciplined Growth Acquisition Corporation (NYSE: DGACU) (the “Company”) today announced
the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. Each unit issued in the offering consists
of one Class A ordinary share of the Company and one right to receive one-fourth (1/4) of a Class A ordinary share upon the consummation
of the Company’s initial business combination. In connection with the offering, $10.05 per unit will be deposited into a trust
account with Odyssey Transfer and Trust Company acting as trustee. The Company’s units are expected to be listed on the New
York Stock Exchange (“NYSE”) under the symbol “DGACU” and are expected to begin trading on May 27, 2026. Once
the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on NYSE
under the symbols “DGAC” and “DGACR,” respectively. The closing of the offering is anticipated to take place
on or about May 28, 2026, subject to customary closing conditions.
Maxim Group LLC
is acting as the sole book-running manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to
an additional 2,250,000 units at the initial public offering price less the underwriting discount to cover over-allotments, if any.
A registration
statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on May
26, 2026. 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 offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
The offering is
being made only by means of a prospectus, copies of which may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York,
NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com, or by accessing the
SEC’s website, www.sec.gov.
About Disciplined Growth Acquisition
Corporation
Disciplined Growth
Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company with one or more businesses or entities. The Company
may pursue an initial business combination target in any industry or geographical location. It intends to focus its search in the financial
technology, aerospace and defense technology, clean technology and other sectors with disruptive market opportunities, although it may
pursue an acquisition opportunity in any business, industry, sector or geographical location.
The Company’s
management team is led by Robert Wotczak, its Chief Executive Officer and Chairman, and Emma Dell’Acqua, its Chief Financial Officer.
Forward-Looking Statements
This press release
contains statements that constitute “forward-looking statements,” including with respect to the initial public offering.
No assurance can be given that such offering will be completed on the terms described, 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 offering filed with the Securities and Exchange Commission.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except
as required by law.
Contact Information:
Disciplined Growth Acquisition Corporation
Patricia McCarron
Director of Strategy & Operations
Phone : 516-550-4122
Email : info@dgacspac.com
Exhibit 99.2
Disciplined Growth Acquisition Corporation
Announces Closing of $150 Million Initial Public Offering
Garden City, New
York, May 28, 2026 (GLOBE NEWSWIRE) -- Disciplined Growth Acquisition Corporation (NYSE: DGACU) (the “Company”) today announced
the closing of its initial public offering of 15,000,000 units at an offering price of $10.00 per unit, with each unit consisting of
one Class A ordinary share of the Company and one right to receive one-fourth (1/4) of a Class A ordinary share upon the consummation
of the Company’s initial business combination. In connection with the offering, $10.05 per unit was deposited into a trust account
with Odyssey Transfer and Trust Company acting as trustee. The Company’s units began trading on the New York Stock Exchange (“NYSE”)
on May 27, 2026, under the ticker symbol “DGACU.” Once the securities comprising the units begin separate trading, the Class
A ordinary shares and rights are expected to be listed on NYSE under the symbols “DGAC” and “DGACR,” respectively.
Maxim Group LLC
acted as the sole book-running manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an
additional 2,250,000 units at the initial public offering price less the underwriting discount to cover over-allotments, if any.
A registration
statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission on May
26, 2026. The Offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from
Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or
by email at syndicate@maximgrp.com, or by accessing the SEC’s website, www.sec.gov.
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 offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Disciplined Growth Acquisition
Corporation
Disciplined Growth
Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company with one or more businesses or entities. The Company
may pursue an initial business combination target in any industry or geographical location. It intends to focus its search in the financial
technology, aerospace and defense technology, clean technology and other sectors with disruptive market opportunities, although it may
pursue an acquisition opportunity in any business, industry, sector or geographical location.
The Company’s
management team is led by Robert Wotczak, its Chief Executive Officer and Chairman, and Emma Dell’Acqua, its Chief Financial Officer.
Forward-Looking Statements
This press release
contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and
the anticipated use of the net proceeds of the initial public offering and the simultaneous private placement. No assurance can be given
that the net proceeds of the offering will be used as indicated. 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 offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this press release, except as required by law.
Contact Information:
Disciplined Growth Acquisition Corporation
Patricia McCarron
Director of Strategy & Operations
Phone : 516-550-4122
Email : info@dgacspac.com