American Drive Acquisition Co 8-K

What Happened American Drive Acquisition Co announced that its registration statement was declared effective on December 17, 2025 and that it closed its initial public offering on December 19, 2025. The company sold 23,000,000 units at $10.00 per unit (including a full 3,000,000-unit over‑allotment), generating $230,000,000 in gross proceeds. Each unit consists of one Class A ordinary share and one‑third of one warrant (each full warrant exercisable for one Class A share at $11.50). The company also completed private sales of 4,000,000 private placement warrants to the Sponsor (Petit Monts LLC) and Cantor Fitzgerald & Co.

Key Details

• IPO: 23,000,000 units at $10.00 per unit; gross proceeds $230,000,000 (includes $9,800,000 underwriters’ deferred discount).
• Warrants: Public warrants (1/3 per unit; $11.50 exercise) and 4,000,000 Private Placement Warrants sold at $1.50 each for $6,000,000 total (Sponsor: 2,666,667; Representative: 1,333,333).
• Corporate actions: Amended and Restated Memorandum and Articles filed (effective Dec 17, 2025). Key agreements executed include the Underwriting Agreement (Cantor Fitzgerald), Warrant Agreement and Investment Management Trust Agreement (Continental Stock Transfer & Trust Company), Registration Rights Agreement, private placement purchase agreements, administrative services and indemnity arrangements.
• Board: Bryan Dove, Ron Goldie and Theo Osborne were appointed (Dec 17, 2025) as independent directors and joined the Audit and Compensation Committees (Dove chair of Audit; Osborne chair of Compensation). Board set into three classes with staggered terms.
• Trust account: $230,000,000 of IPO proceeds (and private warrant proceeds) placed in a U.S. trust maintained by Continental Stock Transfer & Trust Company; funds generally restricted until the earlier of a business combination, shareholder redemptions if no combination within 24 months, or certain charter amendments.

Why It Matters This 8‑K shows American Drive Acquisition Co is now a fully funded blank‑check (SPAC) vehicle with $230M in trust to pursue an initial business combination. The private placement warrants and sponsorship arrangements align incentives for dealmaking, while the newly appointed independent directors and amended charter establish the corporate governance and legal framework needed to operate as a public acquisition company. Retail investors should note the 24‑month timeline for completing a business combination, the existence of public and private warrants (which can dilute equity if exercised), and that the trust funds are generally restricted until a qualifying transaction or redemption event.