Disciplined Growth Acquisition

Establishes the baseline terms for the SPAC: trust value, deadline, redemption mechanics, and sponsor economics. Provides detailed information on management team (led by Robert Wotczak), acquisition criteria (fintech, aerospace/defense, clean tech; enterprise value $300M-$1.5B), and risk factors including potential PFIC status and conflicts of interest. No target has been selected. This filing is the foundational disclosure for the SPAC and is critical for investors assessing the offering.

This filing is the definitive registration statement for DGAC's IPO, enabling the offering to become effective. It provides all material terms for investors: trust per-share value ($10.00 initial, $10.08 with interest implied), redemption rights, 18-month completion window, sponsor economics (founder shares at ~$0.004), and extensive risk factors. The inclusion of a going-concern emphasis in the audit report is a notable flag. The S-1/A also finalizes contractual arrangements with the sponsor, underwriters, and rights agent, making it a critical milestone for the SPAC's capital raise.

This filing is the definitive source of the SPAC's capital structure, trust per-share value, deadline mechanics, and sponsor economics. It details redemption rights (anti-15% restriction if a shareholder vote is used), private placement terms, transfer restrictions on founder shares (six months post-deal or $12.00 price trigger) and private placement units (30 days post-deal), and the ability to extend the 18-month deadline with a shareholder vote and concomitant redemption rights. It also discloses potential material dilution to public shareholders from founder shares (25% of post-deal shares), representative shares to underwriters, and the anti-dilution conversion ratio that could exceed 1:1. The S-1 also flags a going-concern doubt pre-IPO and lists management's previous SPAC involvement, including a director's prior SPAC that liquidated with ~99% redemption.

By declining to review, the SEC explicitly placed full responsibility for disclosure accuracy and adequacy on the company and its management, including CEO Robert Wotczak, effectively outsourcing merger due diligence scrutiny to market participants. The 15-day advance publication rule directly impacts investor communication mechanics, meaning DGAC must now publish full drafting materials earlier than prior practice to initiate road shows or pursue effectiveness acceleration under Rules 460 and 461. With no target acquisition, extension vote, or sponsor conduct shift reported in the letter from David Link’s division, the filing leaves shareholders’ redemption rights intact and maintains trust value at $10.08 per share, but alerts execution-focused investors that timeline volatility will now track management’s compliance with the newly enforced public-filing cadence rather than SEC comment cycles. Any referenced contact information or CC notation (David E. Fleming) reflects internal routing and carries no binding operational impact.

Sets all baseline terms for the SPAC: trust value, sponsor economics (founder shares purchased for ~$0.004/share), private placement warrant details, redemption mechanics, and structural protections. Investors evaluating the IPO need this to assess dilution, sponsor incentives, and timeline risks.

What changed: Form 8-K and accompanying press release announcing the scheduled separation and separate trading of publicly offered units, Class A ordinary shares, and rights. Commencing July 17, 2026, holders of DGACU units may elect to bifurcate them into separately tradable Class A ordinary shares (symbol DGAC) and rights (symbol DGACR); units remaining bundled will continue trading as DGACU. The separation process requires brokers to contact transfer agent Odyssey Transfer and Trust Company. No fractional rights will be issued upon separation. Why it matters: This is a routine administrative post-IPO event that does not adjust the trust account, alter the August 28, 2027 liquidation/redemption deadline, trigger a business combination vote, indicate new deal progress, or reflect sponsor conduct changes. The attached Exhibit 99.1 press release confirms the registrant remains in its initial search phase and attributes to the Company its stated intent to pursue targets in financial technology, aerospace and defense technology, clean technology, and other disruptive sectors. Executive signatures by Chief Executive Officer Robert Wotczak and corporate contact details for Director of Strategy & Operations Patricia McCarron confirm ongoing operational maintenance while the shell navigates its extended search window. Par value is stated as $0.0001 per share, with each right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon consummation of an initial business combination.

What changed: Quarterly report on Form 10-Q for the period from January 19, 2026 (inception) through March 31, 2026, filed on July 10, 2026. This is the first 10-Q after the IPO, covering the pre-IPO period and including subsequent events of the IPO. The SPAC was formed on January 19, 2026, and had no operations. As of March 31, 2026, the SPAC had $0 cash, a working capital deficit of $56,546, and had not yet conducted its IPO. Subsequent to quarter end, the SPAC completed its IPO on May 28, 2026, selling 15,000,000 units at $10.00 each, and a partial over-allotment on June 4, 2026, for a total of 15,750,000 units. The trust account received $158,287,500, resulting in approximately $10.09 per public share. The SPAC also completed a private placement of 354,750 units at $10.00 each, generating $3,547,500. The sponsor forfeited and transferred Founder Shares. The SPAC is now searching for a target with a deadline of August 28, 2027. No business combination agreement has been entered into as of the filing date. Why it matters: This filing establishes the baseline financial condition of the SPAC post-IPO, confirms the trust value per share, the deadline for a business combination, and the sponsor's ownership structure. Investors can verify the trust proceeds, the absence of any definitive agreement, and the risks associated with potential extension and delisting if no deal is completed within three years. The filing also highlights the sponsor's indemnification obligations and the at-risk investors' participation.

What changed: This document is a Form 4—SEC insider ownership report (ACC No. 0001185185-26-002438) disclosing secondary market share acquisitions by Disciplined Growth Sponsor LLC and Chief Executive Officer Robert Wotczak. On 2026-06-04, the sponsor entity and the CEO each executed an open-market purchase of 181,750 shares at $10, bringing their respective post-transaction holdings to 181,750 shares following. The document does not update the trust per share valuation, the business combination deadline, redemption pricing, trust interest accruals, or any extension mechanism. It contains zero commentary on target selection progress, PIPE negotiations, or mechanical changes to the shareholder vote structure. Why it matters: According to the Form 4 disclosure filed 2026-06-09, the dual sponsorship and CEO accumulation at the exact $10 offering price demonstrates internal capital deployment during the active search phase, which historically supports deal execution timelines without altering the stated redemption window or trust accounting. Because the acquisition occurred entirely in the open market, it does not dilute public float, shift the pro forma capitalization table, or trigger mandatory redemption thresholds. The filing contains no reported statements regarding customer contracts, revenue projections, market size estimates, technological roadmaps, partnership agreements, litigation exposure, or executive personnel changes; it remains a routine compliance exhibit that primarily serves to maintain transparency over insider position sizing.

What changed: Form 8-K Current Report disclosing unregistered sales of equity securities, specifically the partial exercise of the underwriter's over-allotment option and related private placement unit purchases following the company's initial public offering. Per the registrant's filing signed by Chief Executive Officer Robert Wotczak on June 4, 2026, underwriters purchased 750,000 additional Option Units at $10.00 per unit for $7,500,000 in gross proceeds by partially exercising the 45-day over-allotment option. On the same date, the Sponsor bought 6,750 additional Private Placement Units and Maxim Group LLC/designees bought 3,000 at $10.00 each, contributing $97,500 in aggregate additional proceeds. The company states that a total of $158,287,500 from the sale of Units, Option Units, and Private Placement Units was placed into a U.S.-based trust account maintained by Odyssey Transfer and Trust Company. Why it matters: The filing locks in the trust fund size before the search period begins, giving shareholders a transparent baseline of $158,287,500 to evaluate against future redemptions and potential dilution leading up to the August 28, 2027 deadline. It also confirms standard trust administration and finalized sponsorship/underwriter capital commitments without altering existing extension or redemption mechanics.

What changed: A joint filing agreement (Exhibit 99.1) accompanying a Schedule 13D beneficial ownership report, executed by Disciplined Growth Sponsor LLC and Robert Wotczak. No mechanical changes apply to redemption deadlines, trust value, extension provisions, or acquisition deal progress. The filing states only that each party represents eligibility to use Schedule 13D for DGAC Class A ordinary shares, $0.0001 par value, as of June 4, 2026, and mutually agrees to be responsible for the timely filing and the completeness and accuracy of the information concerning themselves contained in the Schedule 13D. Why it matters: The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It functions solely as a regulatory compliance exhibit to correctly attribute beneficial ownership between the sponsor entity and its managing member during the SEARCH phase. While it establishes clear sponsor accountability for SEC disclosures, it introduces zero commercial terms, valuation adjustments, or timeline modifications for public shareholders.

What changed: A Form 8-K Current Report confirming the consummation of an initial public offering and submitting the inaugural audited financial statements. According to Item 8.01 and the accompanying balance sheet dated May 28, 2026, the Company sold 15,000,000 units at $10.00 per unit for $150,000,000 in gross proceeds, concurrently closing a private placement of 345,000 units for $3,450,000. Per the Company's disclosure, $150,750,000 was placed into a U.S.-based trust account held by Odyssey Transfer and Trust Company. The audited financial statements report $1,009,496 in unrestricted working capital cash, $710,113 in total current liabilities including a $397,888 over-allotment option liability, and $1,525,900 in aggregate transaction costs split between a $1,200,000 cash underwriting discount and $325,900 in other offering expenses. According to Note 5, the Sponsor forfeited and transferred 1,100,000 Class B founder shares to at-risk capital investors for approximately $4,400, establishing a $20,000 monthly administrative services fee payable to Disciplined Growth Sponsor LLC. Management states that 675,000 representative shares were issued to Maxim Group as deferred underwriting compensation valued at $10.00 per share. Why it matters: This filing establishes the baseline mechanics for redemption valuations, which begin at $10.05 per share following the inclusion of private placement proceeds rather than a $10.00 standard. The Company notes that the 15-month business combination window opens on the May 28, 2026 closing date, dictating the deadline for de-SPAC execution; according to the charter provisions cited in Note 1, missing this window triggers mandatory 100% public share redemption at a pro rata trust value minus applicable taxes and up to $100,000 earmarked for dissolution expenses. Under stock exchange rules outlined by the registrant, any target acquisition must demonstrate a fair market value equal to at least 80% of the net assets held in the Trust Account. The filing also codifies shareholder voting thresholds, specifying that Cayman Islands law mandates a majority vote for ordinary resolutions and a two-thirds special resolution for statutory mergers, while publicly restricting aggregate redemptions to 15% without prior corporate consent unless executed via tender offer. Auditor GuzmanGray attested that the financial statement presents fairly in conformity with U.S. GAAP, and the Company emphasized it holds no target, has generated zero operating revenues since inception on January 19, 2026, and retains full discretion to deploy net proceeds across any industry sector.

What changed: A Form 8-K filing by Disciplined Growth Acquisition Corporation (DGAC), a blank check company, reporting the consummation of its initial public offering (IPO) on May 28, 2026. The filing includes the full text of the Underwriting Agreement and all related IPO agreements, describing the trust account, IPO unit structure, and various sponsor and underwriter arrangements. DGAC consummated its IPO of 15,000,000 units at $10.00 per unit, raising $150,000,000 in gross proceeds. An additional $10.05 per unit was deposited into a trust account, totaling $150,750,000. The offering closed on May 28, 2026, and units began trading on the NYSE on May 27, 2026. The company also sold 345,000 private placement units to the sponsor, underwriter, and at-risk capital investors for $3,450,000. Robert Wotczak was appointed CEO, and John W. Heilshorn, Aaron Spool, Michael Faber, John Ziegelman, and Jay Gettenberg were appointed to the board of directors. The company filed its amended and restated memorandum and articles of association, effective on the same day as the IPO. A broker's or dealer's out-of-town mailing address is not specified. Why it matters: This filing establishes the foundational terms for investors tracking DGAC's SPAC lifecycle. It confirms the trust value is $10.05 per share, not the assumed $10.00, and sets a 15-month deadline from the IPO closing (August 28, 2027) for the initial business combination. It also outlines the sponsor's and underwriter's ownership stakes, lock-up periods, and redemption rights waivers. DGAC has not identified a target and is in its search phase.

What changed: Prospectus filed pursuant to Rule 424(b)(4) for the initial public offering of Disciplined Growth Acquisition Corporation, a blank check company (SPAC) issuing 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon a business combination. This is the IPO prospectus; no prior filings for comparison. Trust per share is $10.05 (initial deposit of $150,750,000 for 15,000,000 public shares). Deadline to complete a business combination is 15 months from closing (closing expected May 28, 2026, so deadline ~August 28, 2027), with extensions possible via shareholder vote with redemption rights. Sponsor paid $0.004 per founder share, creating significant dilution and conflicts. Private placement units (345,000) at $10.00 per unit purchased by sponsor, underwriter, and at-risk capital investors. Why it matters: Establishes the baseline terms for the SPAC: trust value, deadline, redemption mechanics, and sponsor economics. Provides detailed information on management team (led by Robert Wotczak), acquisition criteria (fintech, aerospace/defense, clean tech; enterprise value $300M-$1.5B), and risk factors including potential PFIC status and conflicts of interest. No target has been selected. This filing is the foundational disclosure for the SPAC and is critical for investors assessing the offering.

What changed: An SEC Form 3 initial statement of beneficial ownership for Disciplined Growth Acquisition Corp, filed by director Jason Scott Gettenberg, which explicitly records the absence of non-derivative transactions or equity holdings. Per the Form 3, the director reported zero acquisitions, dispositions, or existing non-derivative positions. Accordingly, there are no changes to the redemption window, trust distribution mechanics, extension voting parameters, or sponsor transaction record. The filing introduces no new leverage, equity stakes, or charter amendments that would shift the SPAC’s SEARCHING trajectory or alter investor cash-out options. Why it matters: As documented in the submission, this serves as a routine Section 16(a) compliance exhibit verifying the director’s reporting obligations are current. The stated lack of reported holdings signals either a clean ownership slate or an expectation that future insider activity will be captured via derivative structures or later-period Forms 4. For investors tracking capital alignment, the explicit zero-position disclosure maintains transparency around director-level risk exposure while avoiding premature signaling before a definitive merger agreement is executed. The filing does not modify the trust per-share balance, reset the business combination deadline, or trigger mandatory conversion rights, rendering it operationally neutral but procedurally significant for ongoing insider oversight.

What changed: Form 3 insider ownership report. This document is a Form 3 initial insider ownership report. It identifies reporting person Heilshorn John W. (director) and states he filed with no non-derivative transactions or holdings reported. Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the filing introduces no updates to insider equity positions, capital deployment, trust preservation, merger pacing, or governance actions. Why it matters: As a standard Section 16(a) initial disclosure, this filing confirms the director currently holds zero non-derivative securities and executed no transactions triggering the report. For investors tracking a SEARCHING-status SPAC, the absence of reported insider activity provides no signal regarding redemption thresholds, trust correlation, extension viability, or business combination timing. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the director’s title. While routine, the clean disclosure establishes a baseline that any future alignment, acquisition signaling, or sponsor conduct adjustments will require subsequent Form 4 filings or formal regulatory announcements.