DISCIPLINED GROWTH ACQUISITION Corp 8-K

What Happened

• Disciplined Growth Acquisition Corporation (DGAC) announced that it completed its initial public offering (IPO) of 15,000,000 units on May 28, 2026, raising $150,000,000. Each Unit consists of one Class A ordinary share and one right to receive one-fourth (1/4) of a Class A ordinary share upon a qualifying business combination.
• Simultaneously, the company completed a private placement of 345,000 units to the Sponsor (Disciplined Growth Acquisition Sponsor), Maxim Group LLC and/or its designees, and at‑risk capital investors for $3,450,000 (sold under Section 4(a)(2) of the Securities Act). On June 4, 2026, the underwriters partially exercised their 45‑day over‑allotment option, buying 750,000 additional units for $7,500,000. In connection with that exercise, the Sponsor and Maxim/its designees purchased additional Private Placement Units for $97,500. A total of $158,287,500 of proceeds from the Units, Option Units, and Private Placement Units was placed in a U.S. trust account held by Odyssey Transfer and Trust Company.

Key Details

• IPO: 15,000,000 Units sold on May 28, 2026 at $10.00 per Unit = $150,000,000 gross proceeds.
• Private Placement: 345,000 Private Placement Units sold at $10.00 each = $3,450,000 (Sponsor bought 175,000; Maxim/ designees 60,000; at‑risk investors 110,000).
• Over‑Allotment: Underwriters purchased 750,000 Option Units on June 4, 2026 at $10.00 each = $7,500,000; Sponsor and Maxim/ designees purchased additional 6,750 and 3,000 Private Placement Units respectively for $97,500.
• Trust: $158,287,500 was deposited in a U.S.-based trust account with Odyssey Transfer and Trust Company as trustee.
• Legal: The Private Placement Units were issued under the private offering exemption in Section 4(a)(2) of the Securities Act; no underwriting discounts or commissions were paid on those private sales.

Why It Matters

• The filing confirms DGAC has completed its SPAC financing and placed the bulk of offering proceeds in trust, which is the pool of funds used to pursue and, if investors choose to redeem, return capital in connection with a future business combination. The amount in trust ($158.29M) is a key figure for investors tracking the SPAC’s available deal capital.
• Sponsor and at‑risk investors increased their unit holdings via the private placement and additional purchases tied to the over‑allotment, which affects sponsor ownership and alignment ahead of a business combination. The use of the Section 4(a)(2) exemption indicates these sales were privately negotiated rather than registered offerings.