UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-43314
Disciplined Growth Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1913742 |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 169 Rockaway Avenue Garden City, New York | 11530 |
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| (Address of principal executive offices) | (Zip Code) |
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(516)550-4122
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Units, each consisting of one Class A Ordinary Share and one Right | DGACU | The New York Stock Exchange |
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| Class A Ordinary Shares, par value $0.0001 per share | DGAC | The New York Stock Exchange |
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| Rights, each right entitling the holder to receive one-fourth (1/4) of one Class A Ordinary Share | DGACR | The New York Stock Exchange |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of August 13, 2026, there were 16,813,500 Class A Ordinary Shares, par value $0.0001 per share, and 5,250,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page |
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| PART I – FINANCIAL INFORMATION | | 1 | |
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| Item 1. | Financial Statements. | | 1 |
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| Unaudited Condensed Balance Sheet as of June 30, 2026 | | 1 |
| Unaudited Condensed Statement of Operations for the Period from January 19, 2026 (Inception) through June 30, 2026 | | 2 |
| Unaudited Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Period from January 19, 2026 (Inception) through June 30, 2026 | | 3 |
| Unaudited Condensed Statement of Cash Flows for the Period from January 19, 2026 (Inception) through June 30, 2026 | | 4 |
| Notes to Unaudited Condensed Financial Statements | | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | | 18 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | | 23 |
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| Item 4. | Controls and Procedures. | | 23 |
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| PART II – OTHER INFORMATION | | 24 | |
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| Item 1. | Legal Proceedings. | | 24 |
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| Item 1A. | Risk Factors. | | 24 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | | 24 |
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| Item 3. | Defaults Upon Senior Securities. | | 25 |
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| Item 4. | Mine Safety Disclosures. | | 25 |
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| Item 5. | Other Information. | | 26 |
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| Item 6. | Exhibits. | | 26 |
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| SIGNATURES | | 27 | |
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i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated May 26, 2026, which we entered into with our Sponsor (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “At-Risk Capital Investors” are to (i) the Third-Party Investors (as defined below) and (ii) the Maxim Individuals (as defined below), together; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Combination Period” are to (i) the 15-month period, from the closing of the Initial Public Offering (as defined below) to August 28, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering, including those Class B Ordinary Shares that were sold to the At-Risk Capital Investors simultaneously with the consummation of Initial Public Offering, and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on May 28, 2026; |
ii
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on January 19, 2026; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on April 16, 2026, as amended, and declared effective on May 26, 2026 (File No. 333-295097); |
| ● | “Letter Agreement” are to the Letter Agreement, dated May 26, 2026, which we entered into with our Sponsor, directors and officers; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Maxim” are to Maxim Group LLC, the representative of the Underwriters (as defined below); |
| ● | “Maxim Individuals” are to certain individuals who are registered persons of Maxim, collectively, and who purchased Founder Shares and Private Placement Units (as defined below) simultaneously with the closing of the Initial Public Offering; |
| ● | “NYSE” are to the New York Stock Exchange; |
| ● | “NYSE Three Year Requirement” are to the requirement pursuant to the NYSE Rules (as defined below) that a SPAC (as defined below) must consummate a Business Combination within three years of its initial listing; |
| ● | “NYSE Rules” are to the continued listing rules of NYSE, as they exist as of the date of this Report; |
| ● | “Odyssey” are to Odyssey Transfer and Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Rights (as defined below); |
| ● | “Option Units” are to the 750,000 units that were purchased by the Underwriters pursuant to the partial exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
| ● | “Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor, Maxim and the At-Risk Capital Investors in the Private Placement; |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor, Maxim and the At-Risk Capital Investors in the Private Placement; |
| ● | “Private Placement Units” are to the Units purchased by our Sponsor, Maxim and the At-Risk Capital Investors in the Private Placement; |
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated May 26, 2026, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated May 26, 2026, which we entered into with Maxim Partners LLC, together; |
iii
| ● | “Public Rights” are to the rights included as part of the Public Units (as defined below), which grant the holder the right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Business Combination; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting 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; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated May 26, 2026, which we entered into with the Sponsor and Maxim; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; |
| ● | “Representative Shares” are to the Class A Ordinary Shares issued to Maxim and/or its designees as compensation in connection with the Initial Public Offering; |
| ● | “Rights” are to the Private Placement Rights and the Public Rights, together; |
| ● | “Rights Agreement” are to the Share Rights Agreement, dated May 26, 2026, which we entered into with Odyssey, as Rights agent; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to Disciplined Growth Sponsor LLC, a Delaware limited liability company; |
| ● | “Subscription Agreements” are to the Subscription Agreements, dated May 26, 2026, which we entered into with the At-Risk Capital Investors, collectively; |
| ● | “Third-Party Investors” are to certain third-party investors, none of whom are affiliated with the Sponsor, our officers and directors, collectively, and who purchased Founder Shares and Private Placement Units simultaneously with the closing of the Initial Public Offering; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $158,287,500 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering and the partial exercise of the Over-Allotment Option; |
| ● | “Trust Agreement” are to the Investment Management Trust Agreement, dated May 26, 2026, which we entered into with Odyssey, as trustee of the Trust Account; |
| ● | “Underwriters” are to the several underwriters of the Initial Public Offering, collectively; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated May 26, 2026, which we entered into with Maxim, as representative of the Underwriters; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but are not obligated to, loan us. |
iv
