Disciplined Growth (DGAC) completes SPAC IPO and over-allotment, funding $158M trust

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Disciplined Growth Acquisition Corporation completed its SPAC IPO and a partial over-allotment exercise, raising substantial cash for its future business combination. The company sold 15,000,000 units at $10.00 each for gross proceeds of $150,000,000, plus 345,000 private placement units for $3,450,000. Underwriters later purchased 750,000 additional over-allotment units for $7,500,000, alongside 9,750 extra private placement units for $97,500. In total, $158,287,500 from these unit sales was deposited into a U.S.-based trust account for the benefit of shareholders.

Positive

Substantial SPAC funding secured: DGAC’s IPO, partial over-allotment, and related private placements resulted in $158,287,500 being placed into a trust account, providing significant capital to pursue an initial business combination.

Negative

None.

Insights

DGAC’s IPO and over-allotment fund a sizable SPAC trust.

Disciplined Growth Acquisition Corporation, a Cayman Islands SPAC, closed its IPO of 15,000,000 units at $10.00 each and completed a partial over-allotment of 750,000 units. This structure is typical for SPACs, combining public units with sponsor and underwriter private placements.

Alongside the IPO, 345,000 private placement units were sold for $3,450,000, and another 9,750 were issued after the over-allotment for $97,500. These were exempt from registration under Section 4(a)(2), reflecting placements to sophisticated parties rather than retail investors.

In aggregate, $158,287,500 from the IPO, over-allotment, and private placements was deposited into a U.S.-based trust account. That trust capital will ultimately support DGAC’s initial business combination, with future filings expected to detail any target transaction and how these funds are deployed.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

IPO units sold: 15,000,000 units IPO gross proceeds: $150,000,000 Initial private placement: 345,000 units for $3,450,000 +3 more

6 metrics

IPO units sold 15,000,000 units SPAC IPO at $10.00 per unit

IPO gross proceeds $150,000,000 15,000,000 units at $10.00 each

Initial private placement 345,000 units for $3,450,000 Sponsor, Maxim and at-risk investors at $10.00 per unit

Over-allotment units 750,000 units for $7,500,000 Partial exercise of 2,250,000-unit option

Additional private placement 9,750 units for $97,500 Sponsor and Maxim after over-allotment exercise

Trust account funding $158,287,500 Proceeds from IPO, over-allotment and private placements

Key Terms

Private Placement Units, Over-Allotment Option, Section 4(a)(2) of the Securities Act of 1933, trust account, +1 more

5 terms

Private Placement Units financial

"the Company completed the private sale of an aggregate of 345,000 units (the “Private Placement Units”)"

Over-Allotment Option financial

"the underwriter was granted a 45-day option ... (the “Over-Allotment Option”)"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"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"

trust account financial

"A total of $158,287,500 of the proceeds ... was placed in a U.S.-based trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

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Understanding 8-K Material Events →

06/04/2026 - 04:30 PM

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): June 4, 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 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated May 26, 2026, Disciplined Growth Acquisition Corporation (the “Company”) consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”) on May 28, 2026. 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 Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000.

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 Disciplined Growth Acquisition Sponsor (the “Sponsor”), Maxim Group LLC (“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 Group LLC 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 Company’s registration statement on Form S-1 (File No. 333-295097) (the “Registration Statement”) for the IPO, initially filed with the U.S. Securities and Exchange Commission on April 16, 2026, as amended. 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.

In connection with the IPO, the underwriter was granted a 45-day option from the date of the Registration Statement (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Option Units”), if any.

On June 4, 2026, the underwriters purchased an additional 750,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $7,500,000.

On June 4, 2026, in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 6,750 Private Placement Units and Maxim and/or its designees purchased an additional 3,000 Private Placement Units, in each case at a price of $10.00 per Private Placement Unit, for aggregate additional proceeds of $97,500. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the additional 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.

A total of $158,287,500 of the proceeds from the sale of the Units, the Option Units, and the Private Placement Units was placed in a U.S.-based trust account maintained by Odyssey Transfer and Trust Company acting as trustee.

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 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Disciplined Growth Acquisition Corporation (DGAC) announce in this 8-K?

Disciplined Growth Acquisition Corporation reported completion of its SPAC IPO, a partial over-allotment exercise, and related private placements, with total proceeds of $158,287,500 deposited into a trust account to fund a future initial business combination.

How much capital did DGAC raise in its IPO and over-allotment?

DGAC sold 15,000,000 units at $10.00 each for gross IPO proceeds of $150,000,000, then issued 750,000 over-allotment units for another $7,500,000, significantly increasing cash available for its initial business combination strategy.

What are DGAC’s Private Placement Units and who purchased them?

DGAC sold 345,000 Private Placement Units at $10.00 each for $3,450,000 to its sponsor, Maxim Group LLC and designees, and at-risk capital investors, plus 9,750 more for $97,500 upon the over-allotment exercise, all under a Section 4(a)(2) exemption.

How much money did DGAC place into its SPAC trust account?

DGAC deposited $158,287,500 of proceeds from IPO units, over-allotment units, and Private Placement Units into a U.S.-based trust account with Odyssey Transfer and Trust Company, earmarked to support its eventual initial business combination transaction.

What securities trade under DGAC’s NYSE symbols DGACU, DGAC, and DGACR?

DGACU represents units of one Class A ordinary share plus one right; DGAC is the Class A ordinary share; DGACR is a right entitling the holder to receive one-fourth of a Class A ordinary share upon completion of DGAC’s initial business combination.

Under what legal exemption were DGAC’s Private Placement Units issued?

DGAC’s Private Placement Units, including those sold alongside the IPO and after the over-allotment exercise, were issued pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, targeting sophisticated, non-public investors.

Filing Exhibits & Attachments

4 documents