DISCIPLINED GROWTH ACQUISITION Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

There were no sales of unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements and Subscription Agreements, we completed the sale of an aggregate of 345,000 Private Placement Units to the Sponsor, Maxim and/or its designees and the At-Risk Capital Investors in the Private Placement at a purchase price of $10.00 per Private Placement Unit. On June 4, 2026, in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 6,750 Private Placement Units and Maxim and/or its designees purchased an additional 3,000 Private Placement Units, in each case at a price of $10.00 per Private Placement Unit, for aggregate additional proceeds of $97,500. Consequently, in the Private Placement, we sold an aggregate of 354,750 Private Placement Units, with (i) the Sponsor purchasing 181,750 Private Placement Units, (ii) Maxim and/or its designees purchasing 63,000 Private Placement Units, and (iii) the At-Risk Capital Investors purchasing 110,000 Private Placement Units, generating gross proceeds to us of $3,547,500. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Prior to the Initial Public Offering, the Sponsor acquired from us an aggregate of 5,750,000 Founder Shares, for an aggregate purchase price of $25,000, or approximately $0.004 per share. Simultaneously with the Initial Public Offering and pursuant to the Subscription Agreements, the Sponsor forfeited 1,100,000 Founder Shares and the At-Risk Capital Investors purchased 1,100,000 Founder Shares for an aggregate purchase price of approximately $4,000, or approximately $0.004 per share, which resulted in the Sponsor owning 4,650,000 Founder Shares. Of those 1,100,000 Founder Shares, (i) 150,000 Founder Shares were purchased by the Maxim Individuals and (ii) 950,000 Founder Shares were purchased by the Third-Party Investors. The Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in the Amended and Restated Articles. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Founder Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. However, on May 28, 2026, we consummated our Initial Public Offering of 15,000,000 Public Units. On June 4, 2026, the Underwriters purchased an additional 750,000 Option Units pursuant to the partial exercise of the Over-Allotment Option, for an aggregate total of 15,750,000 Public Units sold in the Initial Public Offering. Each Public Unit consists of one Public Share and one Public Right, with each Public Right entitling the holder to receive one-fourth (1/4) of one Class A Ordinary Share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $157,500,000. Maxim acted as sole book-running manager and representative of the Underwriters.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements and Subscription Agreements, on May 28, 2026, we completed the sale of an aggregate of 345,000 Private Placement Units to the Sponsor, Maxim and/or its designees and the At-Risk Capital Investors in the Private Placement at a purchase price of $10.00 per Private Placement Unit. On June 4, 2026, in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 6,750 Private Placement Units and Maxim and/or its designees purchased an additional 3,000 Private Placement Units, in each case at a price of $10.00 per Private Placement Unit, for aggregate additional proceeds of $97,500. Consequently, in the Private Placement, we sold an aggregate of 354,750 Private Placement Units, with (i) the Sponsor purchasing 181,750 Private Placement Units, (ii) Maxim and/or its designees purchasing 63,000 Private Placement Units, and (iii) the At-Risk Capital Investors purchasing 110,000 Private Placement Units, generating gross proceeds to us of $3,547,500. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

Also simultaneously with the Initial Public Offering and pursuant to the Subscription Agreements, on May 26, 2026, the Sponsor forfeited 1,100,000 Founder Shares and the At-Risk Capital Investors purchased 1,100,000 Founder Shares for an aggregate purchase price of approximately $4,000, or approximately $0.004 per share, which resulted in the Sponsor owning 4,650,000 Founder Shares. Of those 1,100,000 Founder Shares, (i) 150,000 Founder Shares were purchased by the Maxim Individuals and (ii) 950,000 Founder Shares were purchased by the Third-Party Investors).

Following the closing of the Initial Public Offering, Private Placement and the partial exercise of the Over-Allotment Option, on June 4, 2026, a total of $158,287,500 comprised of $154,740,000 of the proceeds from the Initial Public Offering and $3,547,500 of the proceeds from the Private Placement, was placed in a U.S.-based Trust Account maintained by Odyssey, acting as trustee. The proceeds held in the Trust Account may be invested by Odyssey, as trustee, solely (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in an interest-bearing bank demand deposit account or other accounts at a bank, in each case as determined by us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described elsewhere in this Report. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.

There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.