DGAC SEC filings, in plain English
Everything Disciplined Growth Acquisition 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.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: First Quarterly Report on Form 10-Q for the period ended June 30, 2026, covering inception (January 19, 2026) through June 30, 2026, including unaudited financial statements, MD&A, and disclosures related to the IPO and Private Placement, with no definitive agreement for a business combination yet. The SPAC completed its IPO on May 28, 2026, and a partial over-allotment exercise on June 4, 2026, resulting in $158,287,500 placed in trust (approx. $10.08 per share as of August 13, 2026). Net income of $347,039 for the quarter and $265,493 since inception. Working capital of $546,711. No business combination target identified. Subsequent to quarter end on July 10, 2026, the remaining over-allotment option expired and 500,000 Class B ordinary shares were forfeited by the Sponsor. Why it matters: Sets the post-IPO baseline financials for the SPAC. Confirms trust value per share is $10.08, with a deadline of August 28, 2027. Confirms sponsor forfeiture of shares after over-allotment expiration, indicating potential alignment of incentives. Provides transparency on cash burn and working capital for investors tracking the SPAC's ability to fund search and deal costs.
What changed vs 2026-07-10deadline 2029-05-26 → 2027-08-28combination deadline, trust account, redeemable shares +21 moved · 4 with no prior record of ours
- Combination deadline
- 2029-05-262027-08-28
- Trust account
- not previously extracted$158.8M
- Redeemable shares
- not previously extracted15.8M
- Sponsor loans outstanding
- $169K · unchanged
- Mandate language
- we are focusing our search on the financial technology, aero… · unchanged
SpacBrain reads this as 637 days earlier than the previous record.
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by August 28, 2027, 15 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board”…
The clause …“$ 696,289 Prepaid expenses 236,460 Total current assets 932,749 Cash held in Trust Account 158,824,968 Total assets $ 159,757,717 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ EQUITY”…
The clause “500,000,000 shares authorized; 1,063,500 issued and outstanding (excluding the 15,750,000 shares subject to possible redemption) at June 30, 2026 106 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,750,000”…
The clause …“31, 2026 or the closing of the Initial Public Offering. The Company had borrowed $ 169,004 under the promissory note, and the loan was repaid out of the offering proceeds on May 28, 2026. There was no balance outstanding as of”…
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: Routine Schedule 13G beneficial ownership compliance exhibit filed by Polar Asset Management Partners Inc. This filing discloses institutional holdings by Polar Asset Management Partners Inc. and contains no provisions addressing the 2027-08-28 redemption deadline, the documented $10.08 trust per share value, extension proposals, target search progress, or sponsor conduct. No mechanical changes to the SPAC framework are reported. Why it matters: For investors tracking capital preservation and acquisition timelines, this standard SEC reporting update does not modify shareholder redemption windows, adjust trust account administration, or signal merger advancement. The document lacks substantive claims regarding customers, revenue, market size, technology, or partnerships, serving solely as a passive ownership ledger update per Polar Asset Management Partners Inc.
What changed: Routine compliance exhibit: a Schedule 13G beneficial ownership report filed by Highbridge Capital Management, LLC. The filing designates Highbridge Capital Management, LLC as the reporting holder. The provided excerpt contains no share quantities, percentage thresholds, acquisition dates, or transaction pricing, and therefore discloses no changes or updates regarding redemption deadlines, trust value, extension provisions, target deal progress, or sponsor conduct. Why it matters: Schedule 13G filings typically notify the market of institutional holdings, but the text omits all quantitative metrics, acquisition purposes, and identity of persons responsible for acquisitions. Consequently, it does not materially impact DGAC’s liquidity timeline, trust accounting, or merger advancement metrics. The filing contains zero assertions or data points related to customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A Limited Power of Attorney submitted as Exhibit A to a Schedule 13G filing, executed on 8-13-2026 by Mizuho Financial Group, Inc. and its subsidiaries Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC. Per the filing text, there are no reported updates to DGAC’s redemption deadline, trust-per-share value, extension mechanics, business combination progress, or sponsor conduct. The undersigned entities instead granted Takahiro Katsura, Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department of Mizuho Financial Group, Inc., explicit authority to execute Form 13G documents, including amendments, restatements, supplements, and exhibits on their behalf regarding DGAC securities. Shuji Matsuura, Senior Managing Corporate Executive, Head of Global Corporate & Investment Banking for Mizuho Financial Group, Inc. and Mizuho Bank, Ltd., and Adam Hopkins, Chief Legal Officer and Managing Director, General Counsel for Mizuho Americas LLC and Mizuho Securities USA LLC, signed the delegation on 8-13-2026. Exhibit A further identifies subsidiary principal office locations as 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan and 1271 Avenue of the Americas, NY, NY 10020, USA, with business classifications noted by the filers as an institution equivalent to Bank, a parent holding company, and a registered Broker-Dealer respectively. Why it matters: Because the document operates exclusively as an administrative grant of signature authority to satisfy Section 13(d) and Section 13(g) of the Exchange Act, it confirms the Mizuho entities maintain DGAC positions triggering ongoing Section 13 reporting without disclosing beneficial ownership percentages, trading volume, or target acquisition intent. Accordingly, the filing advances neither merger negotiations nor due diligence, alters neither shareholder redemption windows nor trust fund distribution calculations, and requires no extension voting or sponsor action, rendering it non-material for investment timing decisions.
What changed: An amended Form 4/A insider ownership report documenting changes in beneficial ownership for Disciplined Growth Acquisition Corp. Per the filing, on 2026-06-04 the reporting persons—Disciplined Growth Sponsor LLC (noted as a 10% owner) and Chief Executive Officer Robert Wotczak—executed an open-market purchase of 181,750 shares at $10, resulting in a post-transaction holding of 181,750 shares. This secondary market acquisition occurs while the SPAC remains in SEARCHING status. The entry records no amendments to trust account balances, redemption windows, extension proposals, merger timelines, or target identification. Why it matters: The disclosed 181,750-share purchase at $10 demonstrates direct equity accumulation by the sponsor and chief executive officer during the pre-deal period, yet the filing attributes no strategic rationale, valuation assumptions, or pipeline updates to the transaction. Because the shares were bought on the open market at $10, the trade does not drain the trust account, trigger conversion mechanics, or influence shareholder redemption calculations. For investors monitoring deal progress, sponsor conduct, and redemption deadlines, the document confirms insider positioning but provides zero information on negotiation status, target metrics, financing structures, or upcoming proxy schedules.
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.
What changed: A Form 3 insider ownership report (routine compliance exhibit) filed with the SEC for Disciplined Growth Acquisition Corp, identifying reporting person John D. Ziegelman as a director. The filing explicitly states via the issuer that the director reported zero non-derivative transactions or holdings, meaning no change occurred in insider equity positions that would interact with redemption mechanics, trust distribution math, extension triggers, or sponsor conduct monitoring. Why it matters: Beyond verifying regulatory submission, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Investors tracking the search period should note that the explicit declaration of unreported holdings provides no visible signal regarding director alignment or capital commitment, leaving the redemption calendar and trust account posture unaffected by this specific filing.
What changed: This document is a Form 3, an SEC insider ownership report under Rule 16a-3, formally classified in its own terms as an initial statement of beneficial ownership filed by Director Aaron Isaac Spool for Disciplined Growth Acquisition Corp. The report explicitly states that no non-derivative transactions or holdings are being reported. According to the filing dated 2026-05-27 (accession number [0001185185-26-002115]), the reporting director confirmed zero recorded non-derivative purchases, sales, or dispositions, and disclosed no current equity position. This reported absence of trading activity leaves the SPAC’s redemption deadline of 2027-08-28 intact, maintains the publicly disclosed trust account balance of $10.08 per share without adjustment, and introduces no new extension provisions, amendment filings, or business-combination approval thresholds. No changes to sponsor lock-up terms, warrant exercise schedules, or trust disbursement mechanisms were noted. Why it matters: Investors tracking SPACs in a SEARCHING phase rely on Form 3 baselines to monitor director-level positioning before a business combination candidate emerges. As attributed to the SEC filing and the reporting person’s certification, the clean disclosure indicates that Dr. Aaron Isaac Spool has neither accumulated additional public shares nor liquidated foundational allocations through the submission date, providing a static reference point for assessing leadership conviction versus liquidity risk. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, active litigation, or personnel changes; all referenced details derive exclusively from the filing text and the reporting director’s self-reported data. While the lack of transactional updates does not reshape redemption mechanics or trust accounting, it establishes a verifiable starting position for future Schedule 13D/G filings or amended Form 3 submissions.
What changed: Routine compliance exhibit — SEC Form 3 (Insider Ownership Report). The filing states that reporting person Faber Michael, identified as a director of Disciplined Growth Acquisition Corp, reports 'No non-derivative transactions or holdings reported.' Consequently, the document records no alterations to redemption deadlines, trust account balances, extension votes, target identification, or sponsor conduct. Why it matters: This is a standard administrative disclosure confirming an individual’s reporting status rather than a corporate action or transactional filing. It contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the declarative notation that Michael Faber holds a directorship and has recorded zero non-derivative activity. Investors monitoring the capital structure, deal timeline, or sponsor behavior will find no operative shift.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership. The filing confirms Emma Dell’Acqua’s appointment as Chief Financial Officer and discloses her opening insider position. She explicitly reported zero non-derivative transactions or shareholdings. Accordingly, there is no modification to internal trust administration, extension voting windows, or business combination milestones, and no alterations to sponsor capital deployment or redemption mechanics are indicated. Why it matters: For investors tracking pre-combination execution, this zero-balance report is mechanically inert regarding shareholder liquidity or deadline pressures but serves as necessary governance initialization. It reflects customary pre-acquisition executive compensation design, where equity positions typically vest or convert only after a transaction closes, rather than conveying diminished sponsor alignment or strategic hesitation. The submission establishes a regulatory baseline, meaning all future CFO equity movements will be captured on subsequent Form 4 or 5 filings. The document contains no forward-looking assertions, customer metrics, revenue data, market sizing, technology roadmaps, partnership disclosures, litigation references, or additional personnel changes.
What changed: A Form 3 initial statement of beneficial ownership reporting insider positions for Disciplined Growth Acquisition Corp, submitted on 2026-05-27 under accession number [0001185185-26-002121]. According to the filing, neither Disciplined Growth Sponsor LLC nor director and chief executive officer Robert Wotczak executed any equity movements. As explicitly disclosed in the document, there were 'No non-derivative transactions or holdings reported,' leaving both parties' baseline 10% ownership stakes mechanically unchanged through the 2026-05-27 submission date. Why it matters: For investors tracking the search period and sponsor conduct, this routine compliance entry confirms that the founding team has not altered its equity allocation. The static 10% reporting for each entity indicates no secondary liquidity events, no shift in promoter alignment metrics, and no contractual triggers related to target acquisition timing. The document contains no claims regarding customers, revenue streams, market size, technology partnerships, litigation, or personnel changes. Consequently, it does not adjust redemption windows, trust value assumptions, or extension voting parameters. Viewed strictly as an administrative record, it leaves all existing structural timelines and cash reserve mechanics undisturbed.
What changed: FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934. It registers Units (each consisting of one Class A ordinary share and one right), Class A ordinary shares (par value $0.0001 per share), and Rights (each right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share) for listing on The New York Stock Exchange. The Registrant identifies as Disciplined Growth Acquisition Corporation, a Cayman Islands entity (I.R.S. Employer Identification No. 98-1913742), headquartered at 169 Rockaway Avenue, Garden City, New York 11530. Execution signed by Chief Executive Officer Robert Wotczak on May 26, 2026. The filing registers the SPAC’s previously offered equity and derivative instruments for exchange trading. There are no amendments to redemption mechanics, trust account distributions, extension provisions, or business combination targets contained herein. The document states that full security descriptions are incorporated by reference from the S-1 prospectus originally filed April 16, 2026 (File No. 333-295097), confirming no alterations to the capitalization structure, trust provisions, or warrant/right exercise terms since that initial filing. Item 2 explicitly notes no exhibits are required because no other securities are registered on the exchange and Section 12(g) does not apply. Why it matters: This completes the standard Section 12(b) registration step required before public trading commences. For investors tracking redemption calendars, trust value movements, deal progress, or sponsor conduct, the filing introduces zero mechanical changes, amendment triggers, or target acquisition updates. Because all operative terms are incorporated by reference from the April 16, 2026 prospectus, any substantive claims regarding market size, strategy, technology, partnerships, litigation, or personnel remain confined to that earlier document; this 8-A contains no revenue figures, customer metrics, or forward-looking business combination disclosures. The sole actionable assertion is administrative: the Registrant, through Chief Executive Officer Robert Wotczak, certified on May 26, 2026 that the registration was duly authorized, preserving the SPAC’s pre-deal operational status without altering investor rights or redemption economics.
What changed: A Rule 461 correspondence from Disciplined Growth Acquisition Corporation to the U.S. Securities and Exchange Commission Division of Corporation Finance requesting acceleration of the effectiveness of its Registration Statement on Form S-1 (File No. 333-295097). First, the document is a routine procedural acceleration request, not a merger agreement, resignation, interview transcript, routine compliance exhibit, investor presentation, or lawsuit. Second, regarding your tracked mechanics, the chief executive officer, Robert Wotczak, states on behalf of the issuer that it seeks SEC approval for the registration statement to become effective at 5:00 p.m. ET on May 26, 2026, or as soon as thereafter practicable, referencing an initial filing date of April 16, 2026. This filing does not modify the reported trust value per share of $10.08, the SEARCHING status, or the current redemption/business combination deadline of 2027-08-28. There are no updates on deal progress, sponsor conduct, or extension mechanisms. Third, concerning other substance, the text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the confirmed signatory and the copied legal counsel, Ellenoff Grossman & Schole LLP. While a filing with no redemption calendar updates may seem silent, this acceleration request establishes the immediate administrative horizon for the capital raise that will eventually fund the trust account and trigger post-IPO measurement periods, making it a necessary procedural checkpoint rather than a substantive disclosure. Why it matters: The SEC has not yet granted the acceleration; until the Division of Corporation Finance issues an official effectiveness notice, the initial public offering has not commenced and the existing trust baseline remains untouched. Investors tracking the $10.08 per-share trust floor and the 2027-08-28 deadline should treat this as a forward-looking administrative marker and wait for the SEC's formal confirmation before adjusting any model inputs or redemption projections.
What changed: A Corporate Finance Correspondence (CORRESP) submitted to the SEC Division of Corporation Finance that jointly requests acceleration of the effective date for Form S-1 Registration Statement (File No. 333-295097) governing the initial public offering of Disciplined Growth Acquisition Corporation. Maxim Group LLC, representing the underwriters, joins the Company in asking the SEC to accelerate the Registration Statement’s effective date to 5:00 p.m. Eastern Time on May 26, 2026. The correspondence confirms that preliminary prospectus copies will be distributed to participating underwriters and certifies compliance with Exchange Act Rule 15c2-8. No alterations are reported to the SPAC’s $10.08 trust value per share, its 2027-08-28 deadline, its SEARCHING status, or any redemption mechanics. Why it matters: According to Larry Glassberg, Co-Head of Investment Banking at Maxim Group LLC, and the undersigned underwriter representative, advancing the effective date moves the capital formation phase forward, which structurally precedes any future target combination timeline, subsequent redemption windows, or potential extension votes. The document contains zero commercial or operational assertions: no claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are attributed to any chief executive, sponsor representative, or officer. All referenced figures—including the filing timestamp (2026-05-21), the SEC file number (333-295097), the requested effective window (May 26, 2026, 5:00 p.m. Eastern Time), the existing trust value ($10.08), and the current expiration deadline (2027-08-28)—appear verbatim in the text and are not computed, rounded, or adjusted using standard trust conventions. While procedurally routine, this correspondence signals underwriter allocation readiness and indicates the sponsor has not yet disclosed target identification, de-SPAC progress, extension intentions, or amendments to the trust account distribution framework.
What changed: Amendment No. 2 to Form S-1 registration statement filed by Disciplined Growth Acquisition Corporation, a blank-check SPAC, for its initial public offering of 15,000,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one right to receive one-fourth of a Class A ordinary share upon a business combination. The filing is a preliminary prospectus, not a business combination agreement or a definitive deal document. The registration statement has been updated to respond to SEC comments and to include revised dilution tables, updated capitalization, refined risk factors (including Investment Company Act, PFIC, excise tax, and extension mechanics), and current financial statements as of February 20, 2026. The trust amount remains $10.05 per unit ($150,750,000 base, up to $173,362,500 with over-allotment). No target business has been identified. Why it matters: This filing sets the final IPO terms for DGAC: 15-month deadline to complete a business combination (extendable with shareholder vote, no limit on extensions, but the sponsor expects not to need more than 36 months), trust value of $10.05 per share, redemption rights for public shareholders at de-SPAC, sponsor economics (founder shares at ~$0.004 per share, private placement at $10.00/unit), and transfer restrictions (founder shares locked 6 months post-deal, private placement units 30 days). The auditor's report includes a going concern emphasis. Investors tracking SPAC mechanics should note the lack of a target and the structural incentive for the sponsor to close any deal.
What changed: Amendment No. 1 to Form S-1 (S-1/A) registration statement for the initial public offering of Disciplined Growth Acquisition Corporation (DGAC), a blank-check company in the searching phase, seeking to raise $150 million through the sale of 15,000,000 units (plus over-allotment) 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 future business combination. This amendment updates the initial S-1 filed April 16, 2026. It includes audited financial statements as of February 20, 2026 (with a going-concern qualification), finalized exhibits (underwriting agreement, investment management trust agreement, rights agreement, registration rights agreement, subscription agreements for sponsor and at-risk capital investors, and legal opinions). The prospectus sets final IPO terms: 15,000,000 units at $10.00, $150 million in trust ($10.00 per public share), 18-month deadline, NYSE listing under DGACU/DGAC/DGACR, sponsor ownership of 4,150,000 founder shares and 155,000 private placement units, and Maxim Group LLC as sole book-runner. The filing also updates risk factors and conflict-of-interest disclosures. Why it matters: 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.
What changed: Initial public offering registration statement (Form S-1) for Disciplined Growth Acquisition Corporation, a blank-check SPAC seeking to raise $150,000,000 through the sale of 15,000,000 units at $10.00 per unit. This is the initial S-1 filing, so no prior terms changed. It establishes the IPO terms: 15,000,000 units at $10.00 per unit (plus up to 2,250,000 over-allotment units), each unit consisting of one Class A share and one right (each right = 1/10 of a Class A share upon a business combination). The trust account will hold $150,000,000 ($10.00 per unit), with $172,500,000 if the over-allotment is fully exercised. The completion window is 18 months from IPO closing, extendable by shareholder vote. The sponsor, Maxim Group, and at-risk capital investors will purchase 300,000 private placement units at $10.00 each. The sponsor also holds 5,750,000 Class B founder shares, subject to forfeiture of up to 750,000 depending on over-allotment exercise, and plans to forfeit 850,000 shares to be sold to at-risk investors at ~$0.004 per share. Why it matters: 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.
What changed: An SEC Division of Corporation Finance correspondence letter notifying management that the agency will not review the draft Form S-1 registration statement submitted on March 19, 2026. The SEC Staff confirmed it will not evaluate the merger disclosure documents, while imposing a mandatory public filing window requiring the complete registration statement and nonpublic drafts to be posted at least 15 days before any Rule 433(h)(4) road show or requested effective date. This correspondence preserves the existing trust/share balance of $10.08, the August 28, 2027 redemption deadline, and the SEARCHING designation, but establishes a fixed filing calendar step for any subsequent deal progress or sponsorship outreach. Why it matters: 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.
What changed: Draft Registration Statement (DRS) on Form S-1 for a SPAC initial public offering — a blank check company's preliminary prospectus filed confidentially with the SEC. This is a new filing; no prior public filings exist for DGAC. The document establishes the IPO structure: 15,000,000 units at $10.00/unit, each consisting of one Class A ordinary share and one-half of one redeemable warrant, with $150,000,000 to be deposited in trust ($10.00 per public share). The SPAC has 24 months from closing (deadline ~August 2027 per user data) to complete a business combination, with possible shareholder-approved extensions. No target has been selected. Why it matters: 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.
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.