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) December 2229, 2025  (December 1719, 2025)

Date of Report (Date of Earliest Event Reported)

American Drive Acquisition Company

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-43016	98-1873976
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1050 Connecticut Ave NW, Suite 500

Washington, D.C. 20036 (Address of Principal Executive Offices) (Zip Code)

(248) 890-7200 (Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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	ADACU	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	ADACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ADAC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	ADACW	The Nasdaq Stock Market LLC

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))

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 x

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 December 17, 2025, the registration statement on Form S-1 (File No. 333-290625) relating to the initial public offering (the “IPO”) of American Drive Acquisition Company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) (the “Registration Statement”).

On December 19, 2025, the Company consummated its IPO of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. 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-third of one redeemable warrant of the Company (each, a “Warrant”), 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 Company’s Registration Statement:

· An Underwriting Agreement, dated December 17, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

· A Warrant Agreement, dated December 17, 2025, 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 December 17, 2025, 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 December 17, 2025, 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 Warrants Purchase Agreement, dated December 17, 2025 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Petit Monts LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

· A Private Placement Warrants Purchase Agreement, dated December 17, 2025 (the “Cantor Private Placement Warrants Purchase Agreement”), by and between the Company and Representative, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

· A Letter Agreement, dated December 17, 2025 (the “Letter Agreement”), 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.

· An Administrative Services Agreement, dated December 17, 2025, between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 to this Report and incorporated herein by reference.

· Indemnity Agreements, dated December 17, 2025, by and among the Company and each Director, executive officer and advisor of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

The material terms of such agreements are fully described in the Company’s final prospectus, dated December 17, 2025, as filed with the Commission on December 18, 2025 (the “Prospectus”) and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Cantor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,000,000 warrants (the “Private Placement Warrants”) to the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, or $6,000,000 in the aggregate. Of the 4,000,000 Private Placement Warrants, the Sponsor purchased 2,666,667 Private Placement Warrants and the Representative purchased 1,333,333 Private Placement Warrants. The Private Placement Warrants (and underlying securities) 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 Warrants 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.

On December 17, 2025, in connection with the IPO, Bryan Dove, Ron Goldie and Theo Osborne (collectively with Justin Connor and Anthony Eisenberg, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Messrs. Dove, Goldie and Osborne are independent directors. Effective December 17, 2025, each of Messrs. Dove, Goldie and Osborne was appointed to the Board’s Audit Committee, with Mr. Dove serving as chair of the Audit Committee. Each of Messrs. Dove, Goldie and Osborne was appointed to the Board’s Compensation Committee, with Mr. Osborne serving as chair of the Compensation Committee.

Following the appointment of the Directors, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of Mr. Goldie, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Messrs. Osborne and Dove, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Messrs. Connor and Eisenberg, will expire at the Company’s third annual meeting of shareholders.

On December 17, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibit 10.5 and 10.7 hereto, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2025, 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 December 17, 2025. 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. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

AOn ~~total~~December of19, ~~$230~~2025,~~000,000~~ ~~of the~~American ~~proceeds~~Drive ~~from~~Acquisition Company (the ~~IPO~~“Company”) ~~(which~~consummated ~~amount~~its ~~includes~~initial ~~$9,800,000~~public ofoffering (the ~~underwriters’ deferred discount~~“IPO”) ~~and the sale~~ of ~~the Private Placement Warrants~~23,000,000 ~~was~~units ~~placed~~(the ~~in a U~~“Units”).~~S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting~~ asEach ~~trustee.~~Unit ~~Except~~consists ~~with~~of ~~respect~~one toClass ~~interest~~A ~~earned~~ordinary onshare ~~the~~of ~~funds in~~ the ~~trust account that may be released to the~~ Company ~~to pay its taxes and for winding up and dissolution expenses~~, ~~the~~par ~~funds~~value ~~held~~$0.0001 inper ~~the~~share ~~trust account will not be released from~~ (the ~~trust~~“Class ~~account~~A ~~until~~Ordinary ~~the earliest of (i~~Shares) ~~the~~, ~~completion~~and one-third of ~~the~~one ~~Company’s~~redeemable ~~initial~~warrant ~~business combination, (ii) the redemption~~ of the Company~~’s public~~ ~~shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO~~ (oreach bywarrant, ~~such~~a ~~earlier liquidation date as the Company’s board of directors may approve~~“Warrant”), ~~subject~~with toeach ~~applicable~~whole ~~law,~~Warrant ~~and~~entitling ~~(iii)~~ the ~~redemption of~~holder ~~the~~thereof ~~Company’s~~to ~~public~~purchase ~~shares~~one ~~properly~~Class ~~submitted~~A inOrdinary ~~connection~~Share ~~with~~for a$11.50 per ~~shareholder~~share. ~~vote~~The toUnits ~~amend~~were ~~the~~sold ~~Company’s~~at ~~Amended~~a ~~and~~price ~~Restated Memorandum and Articles~~ of ~~Association~~$10.00 toper ~~modify~~Unit, ~~the~~generating gross ~~substance~~proceeds ~~or timing of its obligation~~ to ~~redeem 100% of~~ the Company’s ~~public shares if it has not consummated an initial business combination within 24 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~~$230,000,000.

On December 1719, 2025, simultaneously with the consummation of the ~~Company~~IPO, ~~issued~~the aCompany ~~press~~completed ~~release~~the ~~announcing~~private sale (the ~~pricing~~“Private Placement”) of ~~the~~an ~~IPO~~aggregate of 4,000,000 aprivate placement ~~copy~~warrants of(the ~~which~~“Private isPlacement ~~attached~~Warrants”) asto Petit ~~Exhibit~~Monts LLC, the Company’s sponsor (the “Sponsor”) and Cantor Fitzgerald 99& Co. (“Cantor”) at a purchase price of $1.50 toper ~~this~~Private ~~Current~~Placement Warrant, generating gross ~~Report~~proceeds onto ~~Form 8-K~~the Company of $6,000,000.

OnA ~~December~~total ~~19,~~of ~~2025~~$230, ~~the~~000,000 ~~Company~~out ~~issued~~of athe ~~press~~proceeds ~~release~~from the ~~announcing~~IPO and the ~~closing~~sales of the ~~IPO,~~Private aPlacement ~~copy~~Warrants ofwas ~~which~~placed isin ~~attached~~a ~~as Exhibit 99~~U.2S.-based totrust ~~this~~account ~~Current~~maintained by Continental Stock Transfer ~~Report~~& onTrust ~~Form 8-K~~Company, acting as trustee.

An audited balance sheet as of December 19, 2025 reflecting the receipt of the proceeds upon the consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 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 December 17, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters.
99.1	Audited Balance Sheet as of December 19, 2025.
3.1	Amended and Restated Memorandum and Articles of Association of the Company.
4.1	Warrant Agreement, dated December 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1	Investment Management Trust Agreement, December 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2	Registration Rights Agreement, dated December 17, 2025, by and among the Company and certain security holders.
10.3	Sponsor Private Placement Warrants Purchase Agreement, dated December 17, 2025, by and between the Company and the Sponsor.
10.4	Cantor Private Placement Warrants Purchase Agreement, dated December 17, 2025, by and between the Company and Cantor Fitzgerald & Co.
10.5	Letter Agreement, dated December 17, 2025, by and among the Company, its officers, directors, and the Sponsor.
10.6	Administrative Services Agreement, dated December 17, 2025, between the Company and the Sponsor.
10.7	Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-290625), filed by the Company on September 30, 2025).
99.1	Press Release, dated December 17, 2025.
99.2	Press Release, dated December 19, 2025.
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.

AMERICAN DRIVE ACQUISITION COMPANY

By:	/s/ Anthony Eisenberg
	Name:	Anthony Eisenberg
	Title:	Chief Executive Officer

Dated: December 2229, 2025

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