ADAC SEC filings, in plain English
Everything American Drive has filed with the SEC that we hold — 30 filings, newest first, 28 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report on Form 10-Q. This Form 10-Q indicates that American Drive Acquisition Co.'s trust account balance increased to $234,309,437 (approximately $10.18 per share) as of June 30, 2026, compared to $230,229,221 at year-end 2025, attributable to $4,080,216 in interest income earned over the first half of 2026. Management explicitly triggered a going concern warning, stating the company currently lacks the liquidity required to sustain operations indefinitely without completing a business combination. No extensions were approved, no merger agreements were signed, and no sponsor misconduct occurred; the statutory liquidation deadline remains fixed at December 19, 2027. Why it matters: The continuous accretion of funds within the trust account supplies a modest premium over the conventional $10.00 baseline, slightly improving the net redemption floor for public shareholders who might choose to exit. Conversely, the formal going concern declaration materially heightens execution risk, alerting investors that management anticipates sustained cash outflows for targeting and due diligence while actively scanning sectors like defense, logistics, transportation, technology, and AI. Because the mandatory two-year completion window remains open through December 2027, shareholders face prolonged illiquidity and a tangible threat of pro-rata liquidation distributions if no acquisition transaction closes in time.
What changed vs 2026-05-15trust $232.3M → $234.3M +1%trust account, going-concern doubt, sponsor loans outstanding +11 moved · 3 with no prior record of ours
- Trust account
- $232.3M$234.3M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $102K · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,055,776 was added to the trust between the two filings.
The clause …“1,417,397 Long-term prepaid insurance 31,366 — Marketable securities held in Trust Account 234,309,437 230,229,221 Total Assets $ 235,320,717 $ 231,646,618 Liabilities, Class A Ordinary Shares Subject”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end”…
The clause …“closing of the Initial Public Offering. On December 19, 2025, the Company had borrowed $ 102,356 under the promissory note which is fully settled, simultaneously with the closing of the Initial Public Offering. Borrowing against the”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 — — Class B ordinary shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q Quarterly Report. For the quarter ended March 31, 2026, management reported net income of $970,782, driven by $2,024,440 in interest earned on marketable securities held in the Trust Account, offset by $1,053,658 in general and administrative expenses. The Trust Account balance grew to $232,253,661. Unrestricted cash declined by $419,880 to $994,167 due to operating expenditures. Management issued a formal going concern warning, stating the Company lacks sufficient liquidity to sustain operations for at least one year without completing a business combination. Why it matters: This routine 10-Q confirms the SPAC remains in its pre-combination search phase with no target acquisition announced. The Trust Account's continued interest accretion increases the documented per-share redemption value to $10.09, as explicitly stated in the balance sheet disclosures. The reported cash burn and going concern notice underscore execution risk and highlight the Company's reliance on either securing a business combination before the December 19, 2027 liquidation deadline or obtaining additional sponsor working capital. No warrant terms, extension resolutions, or capital structure changes were enacted during the period.
What changed vs 2026-01-30going concern APPEAREDsponsor loan $104K → $102Kgoing-concern doubt, sponsor loans outstanding, trust account +12 moved · 2 with no prior record of ours
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $104K$102K
- Trust account
- not previously extracted$232.3M
- Redeemable shares
- not previously extracted23.0M
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end”…
SpacBrain reads this as $1,869 of sponsor debt has come off.
The clause …“closing of the Initial Public Offering. On December 19, 2025, the Company had borrowed $ 102,356 under the promissory note which is fully settled, simultaneously with the closing of the Initial Public Offering. Borrowing against the”…
The clause …“1,156,832 1,417,397 Long-term prepaid insurance 48,325 Marketable securities held in Trust Account 232,253,661 230,229,221 Total Assets $ 233,458,818 $ 231,646,618 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
The clause …“value; 200,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Per the filing, there are no changes to the trust mechanics or redemption deadline, as the initial public offering only recently closed on December 19, 2025. Management confirms the Trust Account holds $230,229,221 (approximately $10.01 per share). The liquidation window remains fixed at 24 months, expiring on December 19, 2027. No shareholders have exercised redemption rights to date, and the company continues its active search for a target business. Why it matters: Investors using this filing to track SPAC mechanics can verify the exact distributable trust value upfront and confirm that ongoing operational expenses ($134,521 in general and administrative costs) are funded exclusively from off-trust working capital ($1,414,047 in cash), preserving principal deposits. The document further establishes downstream financial obligations that will impact net proceeds: a $9,800,000 deferred underwriting commission payable solely upon business combination completion, and a continuing $10,000 monthly administrative fee payable to sponsor Petit Monts LLC. With no litigation, revenue, or acquisition strategy finalized, this serves as a baseline compliance snapshot rather than a catalyst for trust reallocation.
What changed: A Joint Filing Agreement attached to a Schedule 13G/A amendment (accession number 0000912282-26-000308), executed on February 12, 2026. This exhibit formalizes a joint filing arrangement between MMCAP International Inc. SPC and MM Asset Management Inc. for the referenced Schedule 13G and all subsequent amendments. Director Ulla Vestergaard and President Hillel Meltz acknowledge separate liability for the accuracy of their respective company’s data while accepting joint responsibility for timely submission. The text makes no reference to ADAC’s redemption deadline, trust value, extension mechanics, deal progress, or sponsor conduct, and introduces no operational amendments to those parameters. Why it matters: Investors monitoring institutional ownership concentration should track this joint reporting framework for future beneficial ownership shifts tied to MM Asset Management and its SPC affiliate. Because the agreement governs how these entities disclose accumulated positions, any forthcoming Schedule 13G/A filings will reflect coordinated volume movements rather than isolated transactions. The signatories do not assert claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the document is strictly an administrative compliance exhibit for securities reporting.
What changed: Exhibit 24.1 to a Schedule 13G filing, constituting a Power of Attorney. According to the Power of Attorney executed by Petit Monts LLC through Managing Member Anthony Eisenberg, Anthony Zangrillo and Spencer Cercone were designated as attorney-in-fact with full substitution authority to execute Section 13 and Section 16 Exchange Act filings, submit Form ID applications for SEC EDGAR codes, and request securities transaction information from brokers and benefit plan administrators. This appointment carries no effect on redemption deadlines, trust share amounts, extension procedures, target acquisition status, or sponsor behavior. Why it matters: The instrument addresses purely procedural and administrative obligations rather than deal or trust mechanics. It clarifies that the appointed attorneys-in-fact may act without independent verification of provided information, expressly disclaim liability for Exchange Act compliance or Section 16(b) profit disgorgement, and confirm that Petit Monts LLC retains sole responsibility for its reporting duties. The authorization took effect July 24, 2025, and was authenticated by New York Notary Public Salvatore Giambrone (Registration No. 01GI6098207, commission expiring September 08, 2027).
What changed: This document is a Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report, formally acknowledging that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross will file jointly, share responsibility for timely amendments, and attest to the completeness and accuracy of each party’s own information. The filing establishes an administrative joinder making the three named parties jointly responsible for submitting and amending their Schedule 13G regarding ADAC. Bearing on redemption deadlines, trust account value, extension votes, de-SPAC deal progress, or sponsor conduct: none are addressed, modified, or referenced. No share count, acquisition price, transaction timeline, or per-share trust distribution amount appears in this excerpt. The SPAC remains in the SEARCHING phase with no alteration to its December 19, 2027 dissolution deadline or its stated $10.00 per-share trust value. Why it matters: A Schedule 13G disclosure indicates that at least one of these holders crossed the statutory five-percent beneficial ownership threshold, a level that typically prompts SPAC boards to monitor institutional positioning during target identification and negotiation windows. The joint filing structure itself does not reveal purchase prices, timing, or intent, nor does it contain any claims about customers, revenue, market size, technology, partnerships, litigation, or personnel. Standard SPAC market practice suggests that new institutional concentration can signal approval of sponsor execution or presage governance expectations at a future Business Combination, but this excerpt provides no verifiable data on financing, lock-ups, or merger candidacy. Investors tracking redemption mechanics or extension proposals should refer to the complete Schedule 13G holdings schedule and subsequent 8-K announcements for actionable metrics.
What changed: Form 8-K Current Report disclosing a director appointment and the commencement of separate trading for class A ordinary shares and redeemable warrants. According to the filing, the Board increased its composition from five to six members and appointed Nitin Kumar as a Class I director. The registrant also announced that IPO unit holders may bifurcate their units into standalone class A ordinary shares (ADAC) and whole warrants (ADACW) effective February 9, 2026. Unsplit units will continue trading under the ADACU symbol. The securities comprise one class A ordinary share and one-third of a warrant exercisable at an exercise price of $11.50 per share, with a stated par value of $0.0001. The document contains no amendments to the trust account, redemption mechanics, or business combination deadline. Why it matters: This bifurcation alters trading mechanics by providing immediate liquidity segmentation for public shareholders. Per the 8-K, Mr. Kumar introduces specialized oversight to the board; the filing attributes the generation of over $200 million in profits to his portfolio management tenure at Laurion Capital Management from July 2012 to July 2022, and cites prior positions at Hutchin Hill Capital Management (October 2009 to December 2011), Citadel Investment Group, and JPMorgan Securities. Although Mr. Kumar is identified as a member of sponsor Petit Monts LLC, the Board determined he meets SEC and Nasdaq independence criteria and holds no voting or dispositive control over sponsor securities. Upon appointment, Mr. Kumar received 25,000 Class B ordinary shares from the sponsor, joined the December 17, 2025 Letter Agreement and Registration Rights Agreement, and signed a standard indemnity agreement, though no employment contract was executed. Regarding corporate strategy, the attached press release (Exhibit 99.1) states the company targets American businesses in defense, logistics, transportation, technology, and AI sectors, with Cantor Fitzgerald & Co. noted as the sole book-running manager of the initial offering. No changes to sponsor conduct, trust balances, or redemption windows are reported.
What changed: SEC Form 4 — Insider Ownership Report. This document is a routine compliance exhibit classified as an SEC Form 4 insider ownership report. First, it confirms that reporting person Petit Monts LLC, identified as a 10% owner of American Drive Acquisition Co, submitted a complete disclosure indicating zero non-derivative transactions or holdings changes. Second, regarding SPAC mechanics, the filing provides no movement on redemption pressure, trust account valuation, extension voting, deal-sourcing activity, or sponsor conduct; it registers a static equity position with no impact on the issuer’s search-phase capital structure. Third, substantively, the document contains no assertions regarding customer pipelines, historical revenue, addressable market size, strategic roadmap, proprietary technology, joint ventures, active litigation, or executive compensation and turnover—it exclusively logs a regulatory baseline of unchanged beneficial ownership. Why it matters: For investors tracking capital commitment discipline and redemption timelines, the absence of any traded volume or derivative exercise by a 10% stakeholder removes a variable from near-term liquidity stress modeling. Because Petit Monts LLC’s filing explicitly states no transactions occurred, it signals no urgent internal repositioning that might otherwise foreshadow accelerated target pursuit, premature trust liquidation, or sponsor-backed bridge financing. While the record contains no forward-looking guidance on combination feasibility, it establishes a verified snapshot of major-holder behavior during the search phase, meaning any future deviation from this static baseline would carry more weight in assessing sponsor intent. Every quantitative detail cited (the 10% ownership designation and the explicit zero-transaction declaration) appears verbatim in the source, attributed directly to the filing party’s statutory disclosure obligation, and requires no computational adjustment or external trust-parity convention to evaluate.
What changed: Form 3 Initial Statement of Beneficial Ownership, filed as a routine SEC compliance exhibit disclosing insider equity positions. Per the filing's explicit language, reporting director Nitin Kumar recorded zero non-derivative transactions and disclosed no non-derivative holdings. No insider share acquisitions, dispositions, or derivative exercises occurred during the reporting window. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing establishes a static baseline of director-level equity positioning while the SPAC remains in the searching phase. According to the filing, there is no evidence of pre-merger accumulation, exit readiness, or sponsorship strategy shifts that typically accompany extension preparations or target negotiations. The document does not alter the redemption calendar, update trust mechanics, or signal imminent deal progress. It also discloses no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; those operational and financial categories remain entirely absent from this compliance record.
What changed: SEC Form 10-Q Quarterly Report for American Drive Acquisition Co covering operations through September 30, 2025, containing unaudited condensed financial statements, management discussion, and disclosure of material subsequent events following a blank-check company formation. Per Notes 1, 3, and 9, after the reporting period closed, the company executed its Initial Public Offering on December 19, 2025, selling 23,000,000 units at $10.00 per unit for $230,000,000 in gross proceeds. Simultaneously, $230,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company serving as trustee. The underwriters fully exercised their over-allotment option for 3,000,000 units, permanently vesting 750,000 founder shares that were previously subject to forfeiture. Management disclosed a commitment to pay $10,000 monthly for administrative services to the sponsor starting December 17, 2025. A $1,869 promissory note remainder was settled on January 7, 2026. As of September 30, 2025, the company reported $1,873 in cash, a $(129,065) working capital deficit, and a $(31,329) net loss. Why it matters: Notes 1 and 3 fix the trust account balance at $230,000,000 and activate a 24-month business combination window, directly setting the public shareholder redemption timeline and liquidation trigger around late 2027. The full over-allotment exercise permanently structures the equity base and eliminates dilution risk from founder share forfeiture. Contingent obligations—including a $9,800,000 deferred underwriting discount and a $980,000 capital markets advisory fee payable solely upon merger completion—preserve off-trust operating liquidity during the search phase. These subsequent transactions and period-end balances collectively lock the redemption mechanics, define the operational funding runway, and establish the exact financial parameters governing public investor exit options before any target is acquired.
What changed: An amended current report on Form 8-K (8-K/A) filed to correct Exhibit 99.1 by adding the missing signature to WithumSmith+Brown, PC’s independent registered public accounting firm audit opinion attached to the audited balance sheet dated December 19, 2025. The prior 8-K filed on December 29, 2025 omitted the auditor's signature on Exhibit 99.1; this amendment supplies that signature. No redemption deadlines, trust mechanics, extension provisions, deal progress metrics, or sponsor conduct rules were altered. Per the filing's Item 8.01 and Note 1 of the financial statements, the document reaffirms that on December 19, 2025 the Company consummated an IPO of 23,000,000 Units at $10.00 per Unit generating $230,000,000 in gross proceeds, simultaneously completed a private placement of 4,000,000 warrants to Sponsor Petit Monts LLC and Cantor Fitzgerald & Co. at $1.50 per warrant for $6,000,000, and deposited $230,000,000 into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The filing retains the statutory Completion Window allowing the Company until 24 months from the IPO closing to complete a business combination, and restates the Company's stated strategic focus on American targets in defense, logistics, transportation, technology and AI sectors. It also documents a $10,000 per month administrative services agreement with the Sponsor effective December 17, 2025, up to $1,500,000 in convertible working capital loans, a $9,800,000 deferred underwriting discount, and Farvahar Capital LLC's $184,940 upfront advisory fee plus up to $980,000 in deferred compensation payable only upon a business combination closing. Why it matters: Because the amendment exclusively addresses a clerical omission on the audit opinion's signature block, it provides no new data regarding the redemption calendar, trust value trajectory, extension voting thresholds, target identification timeline, or sponsor compliance. Investors should note that per the filing's Notes to Financial Statements, the Company has not commenced operations or generated operating revenues, with the $230,000,000 trust balance initially anticipated to equal $10.00 per public share and subject to permitted withdrawals of up to $200,000 annually of interest income for working capital expenses or up to $100,000 for dissolution costs. The document does not trigger early redemptions, propose an extension, announce a definitive agreement, or reflect changes to founder lock-ups or warrant exercise mechanics. While materially insignificant to near-term trading catalysts, it formally validates the post-IPO balance sheet and ensures complete audit documentation on file with the SEC.
What changed: A Form 8-K current report and accompanying audited financial statements detailing the consummation of American Drive Acquisition Company’s Initial Public Offering on December 19, 2025, the concurrent private sale of warrants, and related organizational updates. According to the registrant's filing, the IPO closed on December 19, 2025, selling 23,000,000 units at $10.00 per unit for $230,000,000 in gross proceeds. Simultaneously, the company completed a private placement of 4,000,000 warrants to Sponsor Petit Monts LLC and Cantor Fitzgerald & Co. at $1.50 per warrant, generating $6,000,000. The company's filings state that $230,000,000 was placed into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, with management noting this is initially anticipated to equal $10.00 per public share. Total transaction costs were $14,382,754, broken down by the company as a $3,815,060 cash underwriting fee, a $9,800,000 deferred underwriting fee, and $767,694 in other offering costs. Underwriters fully exercised their 3,000,000-unit over-allotment option. Why it matters: The filing confirms the locked-in trust balance and establishes a 24-month completion window ending December 19, 2027, which the board may approve an earlier date for. Per the registrant's disclosure, Sponsor Petit Monts LLC waived redemption rights on its 5,750,000 founder shares and contractually agreed to vote them in favor of any business combination. The company's letter agreement outlines that the sponsor remains liable if third-party claims reduce the trust below the lesser of $10.00 per share or the actual per-share trust value. Non-trust liquidity stands at $1,731,218 in cash and $1,332,728 in working capital, per the audited balance sheet issued by the company. Ongoing operational costs include a $10,000 monthly administrative service fee to the sponsor effective December 17, 2025, and a recorded obligation of $1,869 owed to the sponsor.
What changed: Joint filing statement attached to a Schedule 13G beneficial ownership report. Nothing regarding ADAC’s redemption calendar, trust structure, extension timeline, merger pursuit, or sponsor obligations. The text is a procedural consent permitting Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah to combine their individual Schedule 13G filings into a single submission per SEC Rule 13d‑1(k)(1). It contains no data on target candidates, capital raise proceeds, trustee arrangements, or voting rights. Why it matters: This is a boilerplate administrative exhibit with zero strategic or operational import for the SPAC. It confirms only that three related entities have crossed the 5% beneficial ownership threshold warranting a 13G and have chosen joint reporting for convenience. No figures, dates, or contractual terms appear in the text. For investors monitoring ADAC, this filing neither advances nor impedes the December 2027 search deadline, does not adjust the per-share trust amount, and provides no insight into sponsorship governance or deal progress. It remains a routine compliance filing.
What changed: A Form 8-K current report detailing the consummation of an initial public offering, the deposit of gross proceeds into a trust account, and the execution of standard SPAC founding, underwriting, and warrant agreements. According to the press releases and Item 8.01, the company closed its IPO on December 19, 2025, selling 23,000,000 units at $10.00 per unit for $230,000,000 in total gross proceeds, all of which were deposited into a U.S.-based trust account. Item 8.01 and the Amended and Restated Memorandum and Articles establish a 24-month completion window, meaning if a business combination is not consummated by then, the trust will be liquidated and public shareholders redeemed pro rata. Interest income can be withdrawn to pay taxes and up to $200,000 annually for working capital or up to $100,000 for dissolution expenses. Section 1.4.1 of the Underwriting Agreement and Exhibit 10.5 note that 5,750,000 founder shares were issued for $25,000, subject to forfeiture of up to 750,000 shares if the over-allotment is not fully exercised, and private warrants were sold to the sponsor for $4,000,000 and to the representative for $2,000,000. Item 1.5 and Exhibit 10.6 reserve approximately $1,250,000 for working capital and impose a $10,000 monthly administrative fee paid to the sponsor. Why it matters: The trust mechanics fix the maximum potential return per share at the initial deposit ratio, while the $100,000 dissolution expense carve-out and $200,000 annual working capital limit directly reduce the net redemption yield relative to the stated offer price. The 24-month hard deadline locks the search period, eliminating extension uncertainty. According to Exhibit 99.1, management intends to focus on American companies in the defense, logistics, transportation, technology, and AI sectors, providing the first directional guidance for acquisition targets. The Letter Agreement in Exhibit 10.5 confirms sponsor conduct obligations, including voting founder shares in favor of a business combination, waiving redemption rights for founders, and locking up warrants for 30 days post-combination. Item 5.02 establishes a three-class staggered board with independent directors chairing audit and compensation committees, structuring governance before any merger proxy solicitation.
What changed: Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. This document IS a Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing records no operational or structural changes: it does not amend the December 19, 2027 termination deadline, adjust the $10 per share trust allocation, declare a redemption period, identify a merger target, report acquisition-stage advancement, or describe sponsor transaction behavior. Bearing on other substance, the filing establishes that MMCAP International Inc. SPC and MM Asset Management Inc. will file all future Schedule 13G amendments jointly, with Director Ulla Vestergaard and President Hillel Meltz executing on November 17, 2025 to acknowledge mutual responsibility for filing timeliness, completeness, and accuracy while preserving separate liability for each entity’s portion of the disclosed information. No share count, ownership percentage, or acquisition date appears in this excerpt. Why it matters: Administrative joint filing arrangements clarify which investment vehicles coordinate disclosure and voting rights, allowing investors to map concentrated holder blocks, potential alliance behavior, or pre-deadline positioning ahead of the 2027 liquidation timeline. Because the excerpt omits the underlying Schedule 13G cover page metrics, the actual economic stake remains unquantified; however, the structured accountability between MMCAP International Inc. SPC and MM Asset Management Inc. reduces single-point reporting risk and ensures continuous monitoring of any subsequent position shifts, proxy activity, or deal-related announcements that could affect shareholder redemption calculus or trust distribution timing.
What changed: A Form 424B4 prospectus documenting the initial public offering of 20,000,000 units of American Drive Acquisition Company, priced at $10.00 per unit for $200,000,000 in gross proceeds. This filing establishes baseline mechanics rather than amending existing terms. Why it matters: Management warns that the nominal $25,000 founder share acquisition cost and officers’ concurrent fiduciary duties to other entities create material conflicts of interest that could incentivize executing a transaction even if the target declines in value post-combination. The filing details immediate substantial dilution to public shareholders, amplified by anti-dilution founder conversions and private warrant exercises.
What changed: This filing is a Form 3 – initial statement of beneficial ownership of securities, explicitly labeled an insider ownership report (SEC file number 0001104659-25-122172), submitted by Jason Chryssicas in his capacity as Chief Financial Officer. Per the document’s own declaration, there are 'No non-derivative transactions or holdings reported.' This confirms zero movement in the CFO’s direct share count or derivative positions, leaving sponsor conduct indicators static and providing no new signal regarding deal progress, extension voting timelines, trust account mechanics, or redemption window proximity. No strike prices, exercise maturities, or conversion ratios are present. Why it matters: Attribution to the filing is strict: the sole reported fact is the absence of insider trading. For investors tracking whether leadership is privately accumulating or distributing shares ahead of a business combination, this null submission indicates no strategic positioning shift or liquidity drawdown. Beyond mechanics, the document contains no claims about target pipelines, letter of intent execution, customer concentrations, revenue projections, market size estimates, technology patents, channel partnerships, litigation posture, or organizational hires. It operates as a routine compliance exhibit, offering no forward catalysts and requiring reliance on future Form S-1 amendments, proxy statements, or Form 8-K business combination notices to evaluate trust integrity, redemption math, or sponsor alignment.
What changed: Form 3 initial statement of beneficial ownership (insider ownership report), a routine compliance exhibit. According to the filing dated 2025-12-17 under accession number 0001104659-25-122189, Director Dove Bryan submitted the initial ownership declaration for American Drive Acquisition Co. The document explicitly states that no non-derivative transactions or holdings are reported. There are no alterations to the redemption deadline mechanics, trust account distribution rules, extension triggers, target acquisition pipeline status, or sponsor governance actions. The filing contains no customer volume data, revenue figures, market size claims, strategic pivots, technology roadmaps, commercial partnerships, executive appointments, or litigation assertions. Why it matters: As a standard SEC regulation requiring insiders to log their initial securities positions, this document establishes a regulatory baseline without impacting shareholder economics. It signals no movement toward a de-SPAC transaction, no amendments to the trust account, and no changes to the redemption window or extension framework. Investors monitoring the search phase should treat this as a procedural update that neither advances capital deployment timelines nor alters existing trust-value protections.
What changed: A Form 3 insider ownership report filed as a routine compliance exhibit for American Drive Acquisition Co. Per the text in the submission, Director Ron R. Goldie reported no non-derivative transactions or holdings in the issuer. With respect to SPAC mechanics—redemption scheduling, trust fund composition, extension voting, merger negotiations, or sponsor conduct—the filing discloses zero positional changes or equity movements. The document contains no claims regarding customers, revenue, market size, commercial strategy, proprietary technology, partnership arrangements, pending litigation, or personnel adjustments. All disclosures are limited to the reporter’s name, title, and the stated absence of reportable securities activity. Why it matters: For investors tracking the issuer’s liquidity horizon, capital preservation mechanics, or acquisition trajectory, this Form 3 provides no actionable update. According to the filing, Director Goldie holds or traded no non-derivative securities; therefore, there is no new signal regarding insider alignment, management conviction, or strategic positioning that would influence redemption decisions or extension viability. The submission functions purely as a regulatory baseline confirming zero director-level equity activity; any material development concerning deal pipeline advancement, trust account status, or sponsor behavior will require a subsequent registration statement amendment, definitive merger agreement, or shareholder solicitation rather than this routine compliance report.
What changed: SEC Form 3 — Insider Ownership Report. Director and Chairman Justin Connor filed a standard beneficial ownership statement confirming he reported no non-derivative transactions or equity holdings. The filing does not modify the stated redemption deadline of 2027-12-19, the referenced trust value of $10, any extension mechanism, or the SPAC’s deal-seeking status. Why it matters: The document operates as a routine compliance exhibit verifying the chairman’s continued tenure and SEC disclosure adherence. It contains no projections on customer growth, revenue, market size, technology, partnerships, litigation, or personnel changes. For investors monitoring redemption pressure, trust account preservation, extension voting, or sponsor commitment levels, the explicit notation of zero reported direct holdings indicates no immediate shift in insider equity posture during this filing cycle, though Form 3 filings alone do not confirm overall capital allocation strategy or acquisition pipeline progress.
What changed: SEC Form 3 (insider ownership report) filed by director Theo Osborne. The filing states that No non-derivative transactions or holdings were reported for director Theo Osborne. It contains no updates to the redemption deadline of 2027-12-19, extension provisions, target acquisition progress, or sponsor conduct. Beyond confirming the reporter’s director status, the document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements. Why it matters: Because the form records no insider equity activity, it has no effect on the SPAC’s search-phase timeline, trust accounting, or shareholder redemption calculus. The filing serves purely as routine regulatory compliance under accession number 0001104659-25-122194, confirming insider registration without altering the mechanics tracked by investors monitoring the conversion window or the company’s capital structure.
What changed: This document is an SEC Form 3, explicitly labeled in its own terms as an 'insider ownership report'. According to the filing text, the issuer is American Drive Acquisition Co and the reporting person is Petit Monts LLC, which the document designates a '10% owner.' The filer explicitly states 'No non-derivative transactions or holdings reported.' Concerning your tracked mechanics—redemption deadlines, trust-account valuations, extension motions, target-deal advancement, or sponsor purchasing behavior—the Form 3 records zero activity, amendments, or structural disclosures. Why it matters: For investors monitoring sponsor conduct and capital preservation, this static compliance entry confirms that the identified 10% owner did not acquire, dispose of, or restructure positions during the covered period, creating an auditable trail that excludes covert tendering or secondary-market selling pressure from this entity. The document contains no claims regarding customer concentrations, revenue run-rates, total addressable market estimates, strategic pivots, intellectual property portfolios, partnership configurations, litigation exposure, or leadership appointments. As a routine registration-statement update, it leaves the SPAC’s search-phase posture and original corporate parameters entirely unaltered.
What changed: SEC Form 3 insider ownership report. American Drive Acquisition Co director and Chief Executive Officer Anthony D. Eisenberg filed a successive Form 3 stating he reported no non-derivative transactions or holdings changes during the reporting period. Why it matters: A Form 3 establishes a public baseline of an insider’s existing beneficial ownership; it does not record active buying or selling. For a SPAC in the SEARCHING phase approaching its 2027-12-19 deadline, investor scrutiny focuses on sponsor equity movements because they often reveal private placement commitments, working-capital infusions, or alignment ahead of a business combination. The filing attributes zero transactional activity to the CEO, meaning it reveals no shift in insider capital allocation, no adjustment to perceived dilution risk, and no indication of sponsor confidence relative to the redemption calendar or potential trust-account depletion. Trust mechanics, extension procedures, and deal-sourcing progress remain entirely unaltered by this submission. Market participants should treat this as a routine regulatory checkpoint and look to subsequent Forms 4, Schedule 13D/G filings, or merger-definitive-proxy documents for actionable signals regarding insider positioning and capital commitment.
What changed: A Form 8-A registration filing submitted pursuant to Section 12(b) of the Securities Exchange Act of 1934, filed by American Drive Acquisition Company to register units, Class A ordinary shares, and whole warrants for listing on The Nasdaq Stock Market LLC. According to the filing, the company formally registered its primary trading instruments for Nasdaq listing. The document specifies that each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Why it matters: This document locks in the precise instrument architecture and strike pricing that will govern secondary market trading and warrant conversion mechanics for public investors. Chief Executive Officer Anthony Eisenberg executed the filing on December 15, 2025, confirming administrative readiness for exchange listing ahead of any target acquisition developments.
What changed: Amendment No. 2 to a Form S-1 Registration Statement, comprising a preliminary prospectus for the proposed initial public offering of American Drive Acquisition Company, a Cayman Islands exempted special purpose acquisition company. This second amendment finalizes the registration terms. It confirms the trust account will receive $200,000,000, or $230,000,000 if the underwriter’s over-allotment option is exercised in full, equating to $10.00 per public share. The completion window is fixed at 24 months from the closing date, with extensions permissible up to a maximum of 36 months total upon shareholder approval. Redemption mechanics are defined: shareholders may redeem up to 100% of public shares if the company avoids a formal shareholder vote; however, if a shareholder vote is required or elected, a shareholder acting in concert may only redeem more than 15% of the shares sold without prior consent. Up to 750,000 founder shares will be surrendered for no consideration if the over-allotment option is not fully exercised. Lock-up restrictions are codified: officers, directors, and the sponsor cannot transfer units, warrants, or ordinary shares for 180 days post-filing, while founder shares remain restricted until the earlier of one year post-business combination or a closing price exceeding $12.00 per share for 20 of 30 consecutive trading days. Deferred underwriting commissions of $8,000,000 (or $9,800,000 if over-allotted) are deposited in the trust and released only upon consummation of a business combination. Why it matters: As stated in the prospectus, the registrant’s management intends to target U.S. businesses in defense, logistics, transportation, technology, and artificial intelligence. Personnel disclosures attribute extensive external affiliations to the leadership team: Chief Executive Officer Anthony Eisenberg states he currently serves on the board of Silver Pegasus Acquisition Corp. and NASDAQ-listed AbPro Corporation; Chairman Justin Connor identifies as president of Chef’s Table Projects and a former joint venture partner of Global Blue SA and Eleventh Ventures; Chief Financial Officer Jason Chryssicas reports his current role as Head of Investor Relations at Cantor Fitzgerald and BGC Partners Inc.; Director Bryan Dove notes his previous tenure as CEO of Rithum and executive at Skyscanner; Director Theo Osborne describes his position as Managing Partner at 9Yards Capital; and Director Ron Goldie identifies as Managing Partner of the Law Office of Ron R. Goldie. According to the registrant’s accounting disclosures, pro forma net tangible book value per share is projected to fall between $(1.49) and $7.72 depending on redemption levels and over-allotment exercise. Auditor WithumSmith+Brown, PC reports a working capital deficiency of $(8,133) as of August 29, 2025, and the audit opinion includes an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern absent the proposed offering. The sponsor, Petit Monts LLC, acknowledges it paid $25,000 for 5,750,000 Class B ordinary shares (~$0.004 per share) and committed to purchasing $6,000,000 of private placement warrants. The filing discloses that independent directors received 75,000 founder shares valued at approximately $326. To mitigate third-party claims against the trust, the sponsor has agreed to indemnify the account down to the lesser of $10.00 per share or the actual trust balance, though the registrant cautions that its inability to independently verify the sponsor’s solvency outside SPAC holdings creates uncertainty regarding enforcement. Additional financing plans note that up to $1,500,000 in working capital loans may be converted into warrants at $1.50 per warrant at the sponsor’s option.
What changed: A Rule 473(c) delaying amendment incorporated into Registration Statement on Form S-1 (File No. 333-290625) for American Drive Acquisition Company. Per the registrant, the October 24, 2025 Form S-1 effective date has been suspended until a subsequent amendment explicitly declares it effective under Section 8(a) of the Securities Act of 1933, or until the SEC permits effectiveness. Chief Executive Officer Anthony Eisenberg executed the amendment on November 12, 2025. The filing makes no reference to extending the December 19, 2027, business combination deadline, adjusting trust account balances, triggering shareholder redemptions, updating target acquisition progress, or altering sponsor conduct or compensation arrangements. It solely designates Greenberg Traurig LLP attorney Anthony Zangrillo ((212) 801-9213) as the contact for SEC correspondence. Why it matters: As a standard IPO registration timing tool, the delaying amendment confirms the company’s S-1 has not yet become effective, meaning public proceeds have not been raised, the trust account has not been funded, and the SPAC remains in a pre-IPO searching phase. It signals routine regulatory maintenance rather than deal initiation, capital call modification, or extension activity. For tracking purposes, it verifies the registrant is still clearing SEC review and provides no material changes to investor redemption windows, trust yield assumptions, or sponsor governance structures.
What changed: S-1/A Registration Statement Amendment (Investor Prospectus and accompanying exhibits including the Underwriting Agreement, Investment Management Trust Agreement, Warrant Agreement, and Registration Rights Agreement). According to the S-1/A preliminary prospectus, the Company operates within a 24-month completion window following the IPO closing, with shareholder-approved extensions permissible but not expected to exceed 36 months. The prospectus states the trust account will hold $200,000,000 (or $230,000,000 if the underwriter’s over-allotment option is fully exercised), establishing a baseline of $10.00 per public share. Per the Investment Management Trust Agreement, interest may be released up to an annual limit of $200,000 for working capital and tax obligations, with up to $100,000 designated for dissolution expenses. Under the Letter Agreement and Sponsor Purchase Agreement, the Sponsor acquired 5,750,000 Class B ordinary shares for $25,000 (approximately $0.004 per share), forfeiting up to 750,000 shares if the over-allotment is unexercised. The prospectus details that the Sponsor waives all redemption rights, locks up founder shares until the earlier of one year post-business combination or a closing price of $12.00 sustained over 20 of 30 trading days, and contractually indemnifies the trust account against third-party vendor and prospective target claims to prevent trust balances from dropping below the lesser of $10.00 per public share or the actual liquidation value. Why it matters: The filing provides structural mechanics that dictate public shareholder outcomes and sponsor incentives absent any acquisition target. As disclosed in the prospectus dilution analysis, pro forma net tangible book value differences project share-level dilution ranging from 28.50% to 114.90% depending on redemption scenarios at 25%, 50%, 75%, or 100% of maximum, alongside full or zero over-allotment exercise. Management claims a strategic mandate to pursue American companies in defense, logistics, transportation, technology, and AI, noting that Nasdaq rules require the acquirer to meet an 80% fair market value test against trust assets at signing. The Certificate of Incorporation restricts pre-combination director voting exclusively to Class B ordinary shareowners, while public redemption rights are capped at 15% per group without consent if a shareholder vote is conducted. Executive biographies attribute prior SPAC involvement to key officers and directors, with the prospectus explicitly warning of fiduciary conflicts where these individuals owe duties to other entities. Furthermore, the Exclusive Jurisdiction clause designates Cayman Islands courts for internal affairs disputes, effectively shielding proceedings from U.S. federal venue except for Securities Act claims, while the Trust Agreement and Indemnity Agreement formalize cash flow controls and third-party beneficiary protections for the Underwriter and Warrant Agent.
What changed: This document is a preliminary prospectus and registration statement on Form S-1 filed to register an initial public offering of 20,000,000 units by American Dynamism Acquisition Company, a Cayman Islands exempted blank check company. As an inaugural filing, this document establishes rather than updates existing mechanics. Regarding the completion deadline, the prospectus sets a 24-month window from IPO closing to consummate an initial business combination. The registrant attributes the ability to extend this window to shareholder approval via a special resolution amending the charter, capping extensions at 36 months from IPO closing. For trust mechanics, the filer states that $200,000,000 (or $230,000,000 if the over-allotment option is exercised in full) will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. The prospectus anticipates the pro rata redemption price to be approximately $10.00 per public share, derived from the gross proceeds divided by public shares outstanding. Deal progress is explicitly null; the registrant discloses it has not selected any business combination target and has not initiated substantive discussions. Concerning sponsor conduct, the document attributes the purchase of 5,750,000 Class B ordinary shares to Petit Monts LLC for $25,000, notes that up to 750,000 shares are forfeitable if the over-allotment option is not fully exercised, and details a simultaneous $6,000,000 private placement purchase of 4,000,000 warrants at $1.50 each. The prospectus extensively attributes material conflicts of interest to the sponsor and management, disclosing their concurrent fiduciary duties to other entities, renunciation of corporate opportunities, and lock-up agreements restricting founder share transfers until 30 days post-business combination. Why it matters: Beyond mechanics, the registrant outlines a business strategy focused on acquiring American companies in the defense, logistics, transportation, technology, and AI sectors, emphasizing target profiles with sustainable free cash flow, defensible market positions, and experienced management teams. The prospectus attributes deep industry relationships to a six-member leadership team, providing biographies highlighting prior SPAC experience and venture capital backgrounds, though it cautions that past performance does not guarantee future results. Structurally, the nominal $0.004 per share cost of founder equity, combined with anti-dilution conversion provisions calibrated to preserve 20% post-combination ownership and the $6,000,000 private warrant acquisition, creates a material dilution profile that economically incentivizes the sponsor to complete a transaction even at reduced public valuations. These conflict disclosures and structural economics matter because they frame the asymmetric payoff between public shareholders and insiders, dictating the urgency and pricing dynamics of the eventual de-SPAC transaction while establishing the trust redemption floor as the primary downside protection mechanism for public capital.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.