DISCIPLINED GROWTH ACQUISITION Corp 8-K

What Happened

• Disciplined Growth Acquisition Corp (DGAC) announced the closing of its IPO and related private placements in an 8-K filed June 1, 2026. On May 28, 2026 the company sold 15,000,000 units at $10.00 each (gross $150,000,000); $10.05 per unit ($150,750,000 total from IPO + private placements, net of some expenses) was deposited into a U.S.-based trust held by Odyssey Transfer and Trust Company. Each unit includes one Class A ordinary share and one right to receive one‑fourth (1/4) of a Class A share upon the company’s initial business combination. The underwriters (Maxim Group LLC as representative) have a 45‑day option to buy up to 2,250,000 additional units.

Key Details

• IPO: 15,000,000 units at $10.00 per unit; $150,000,000 gross proceeds. Trust funding: $150,750,000 placed in trust.
• Private placement: 345,000 units sold at $10.00 each for $3,450,000 (Sponsor 175,000; Maxim/designees 60,000; at‑risk investors 110,000).
• Founder shares: Sponsor originally bought 5,750,000 founder (Class B) shares for $25,000; 1,100,000 founder shares were forfeited by Sponsor and purchased by at‑risk investors, leaving Sponsor with 4,650,000 founder shares. Founder shares convert 1:1 to Class A on a business combination.
• Board & governance: Effective May 27, 2026 Directors appointed: John W. Heilshorn, Aaron Spool, Michael Faber, John Ziegelman and Jay Gettenberg. Committee appointments effective May 28: Gettenberg (Audit Chair), Ziegelman and Faber on Audit; Faber (Compensation Chair) with Heilshorn and Gettenberg on Compensation. The company filed amended and restated memorandum and articles on May 26, 2026 and entered indemnity agreements for directors and officers.

Why It Matters

• The company is now a funded SPAC with $150.75M secured in a trust that generally cannot be released except to complete an initial business combination or to return funds to public shareholders if no combination occurs within the required period (15 months from IPO close, subject to board action). That trust protects IPO investors’ capital pending a deal.
• Sponsor and founder share structure, underwriting compensation (675,000 Representative shares), and private placements are important for future ownership and potential dilution at the time of a business combination.
• New board and governance documents (amended charter and indemnity agreements) set the corporate framework for pursuing and approving an initial business combination.