DISCIPLINED GROWTH ACQUISITION Corp

Previous wording

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.

Current wording

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, in each case at a price of $10.00 per Private Placement Unit, with the At-Risk Capital Investors paying additional consideration of $0.04 for each Private Placement Unit purchased by them, generating gross proceeds to the Company of $3,551,900. 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.

Previous wording

For the period from January 19, 2026 (inception) through March 31, 2026, we had a net loss of $81,546, which consisted of formation and general and administrative costs.

Current wording

For the period from January 19, 2026 (inception) through June 30, 2026, we had a net income of $265,493, which consisted of change in fair value of over-allotment option of $69,467, interest income of $537,468, offset by general and administrative costs of $294,360 and formation costs of $47,082.

Previous wording

Our liquidity needs through May 28, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account. As of March 31, 2026, the Company had $0 in cash and a working capital deficit of $56,546.

Current wording

Our liquidity needs through May 28, 2026, were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account. As of June 30, 2026, the Company had $696,289 in cash and a working capital of $546,711.

Previous wording

Subsequent to the period covered by this Report, following the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $158,287,500 was placed in the Trust Account. We incurred fees of $8,673,400, consisting of $1,260,000 of cash underwriting fee, $7,087,500 worth of representative shares issued in lieu of deferred cash underwriting fees and $325,900 of other offering costs.

Current wording

Following the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $158,287,500 was placed in the Trust Account. We incurred fees of $8,792,956, consisting of $1,260,000 of cash underwriting fee, $7,087,500 worth of Representative Shares issued in lieu of deferred cash underwriting fees and $445,456 of other offering costs.

Previous wording

Commencing on May 26, 2026, and until the completion of our Business Combination or liquidation, we shall reimburse the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. No amounts were incurred or outstanding under the Administrative Services Agreement as of March 31, 2026.

Current wording

Commencing on May 26, 2026, and until the completion of our Business Combination or liquidation, we shall reimburse the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. As of June 30, 2026, the Company had paid $20,000 under the administrative services agreement.

Previous wording

The Underwriters had a 45-day option to purchase up to 2,250,000 additional Option Units to cover any over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The Underwriters were entitled to a cash underwriting discount of $0.08 per Public Unit, or $1,200,000 in the aggregate, which was paid to the Underwriters upon the closing of the Initial Public Offering.

Current wording

The Underwriters had a 45-day option to purchase up to 2,250,000 additional Option Units to cover any over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The Underwriters were entitled to a cash underwriting discount of $0.08 per Public Unit, or $1,260,000 in the aggregate, which was paid to the Underwriters upon the closing of the Initial Public Offering and partial exercise of the over-allotment option.

Previous wording

We issued an aggregate of 708,750 Representative Shares to the Underwriters or their designees, at the consummation of the Initial Public Offering and the partial exercise of the Over-Allotment Option. We account for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such Representative Shares without prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within the Combination Period.

Current wording

We issued an aggregate of 708,750 Representative Shares to the Underwriters or their designees, at the consummation of the Initial Public Offering and the partial exercise of the Over-Allotment Option. We account for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ equity. The holders of the Representative Shares have agreed not to transfer, assign or sell any such Representative Shares without prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within the Combination Period.

Previous wording

The Representative Shares have been deemed compensation by the FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of IPO Registration Statement pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities were not sold during the Initial Public Offering, and cannot be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO Registration Statement or commencement of sales in the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

Current wording

The Representative Shares have been deemed compensation by the FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of IPO Registration Statement pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities were not sold during the Initial Public Offering, and cannot be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO Registration Statement or commencement of sales in the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period.

Previous wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Current wording

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026, the Company has recognized fair value on its Public Rights and Over-allotment option liability.