DISCIPLINED GROWTH ACQUISITION Corp

8-K · dgac8k060426.htm iXBRL

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 2026-06-04
 2026-06-04

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 2026-06-04
 2026-06-04

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 2026-06-04
 2026-06-04

 0002111038

 DGAC:RightsEachRightEntitlingHolderToReceiveOnefourth14OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember

 2026-06-04
 2026-06-04

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 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.

  

 1

  

  

 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
  
  

  

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