10-Q: Disciplined Growth Acquisition Corp. Files Q1 2026 10-Q

Disciplined Growth Acquisition Corporation filed its quarterly report for the period ended March 31, 2026, detailing its formation, initial public offering, and operational status.

Summary

• Disciplined Growth Acquisition Corporation (DGAC) is a blank check company formed on January 19, 2026, for the purpose of effecting a business combination.
• The company completed its Initial Public Offering (IPO) on May 28, 2026, selling 15,000,000 units at $10.00 per unit, generating $150,000,000 in gross proceeds.
• An additional 750,000 units were sold on June 4, 2026, due to the partial exercise of the underwriters' over-allotment option, bringing total IPO proceeds to $157,500,000.
• Simultaneously, DGAC completed a private placement of 354,750 units at $10.00 per unit, raising an additional $3,547,500.
• As of March 31, 2026, the company had no operating revenues and reported a net loss of $81,546, primarily due to formation and administrative costs.
• The company has until August 28, 2027, to complete a business combination, after which it will be subject to mandatory liquidation if unsuccessful.
• A significant portion of the IPO and private placement proceeds, totaling $158,287,500, was placed in a Trust Account.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, reflecting the expected financial status and activities of a newly formed SPAC post-IPO, with no operational performance to evaluate yet.

Positives

• Successful completion of Initial Public Offering (IPO) on May 28, 2026, raising $150,000,000.
• Partial exercise of the underwriters' over-allotment option, leading to an additional $7,500,000 in gross proceeds.
• Successful private placement raising $3,547,500.
• A substantial amount of $158,287,500 from the IPO and private placement is held in a Trust Account, providing capital for a future business combination.
• Management believes it has sufficient funds to finance working capital needs within one year, considering available proceeds and potential working capital loans.

Negatives

• The company has no operating revenues and has incurred a net loss of $81,546 for the period from inception (January 19, 2026) through March 31, 2026.
• As of March 31, 2026, the company had $0 in cash and a working capital deficit of $56,546.
• The company faces a deadline of August 28, 2027, to complete a business combination, with mandatory liquidation and dissolution if unsuccessful.
• The Sponsor's liability for claims reducing the Trust Account below a certain threshold is not guaranteed due to potential insufficient funds.

Risks

• The company's ability to complete a business combination is uncertain and subject to various market and economic factors.
• Failure to complete a business combination by August 28, 2027, will result in mandatory liquidation.
• The company may be delisted from the NYSE if a business combination is not completed within three years of listing (May 26, 2029).
• The proceeds in the Trust Account are subject to claims by creditors, which could have priority over Public Shareholders.
• The company may be deemed an investment company under the Investment Company Act of 1940 if it holds investments in the Trust Account for too long.
• The Sponsor's ability to satisfy its indemnification obligations to the Company is uncertain.

Future Outlook

The company's primary objective is to identify and complete a business combination within the specified timeframe. Its future operations and financial performance are entirely dependent on the successful execution of this business combination. The company expects to incur significant costs related to this pursuit and the ongoing compliance as a public entity.

Management Comments

• Management has broad discretion with respect to the specific application of the proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.
• The Company has selected December 31 as its fiscal year end.
• Management does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business.
• Management has determined that upon the consummation of the Initial Public Offering, the partial exercise by the Underwriters of their Over-Allotment Option, and the Private Placement, and the proceeds held to fund operations, as well as the availability of the Working Capital Loans, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying financial statements.
• Disclosure controls and procedures were effective as of March 31, 2026.

Industry Context

StockSavvy.ai notes that this filing represents a typical 10-Q for a Special Purpose Acquisition Company (SPAC) in its early stages, focusing on the post-IPO period and the critical phase of identifying a target for a business combination. The disclosures align with industry norms for SPACs regarding trust account management, combination timelines, and operational expenses prior to a merger.

Comparison to Industry Standards

• The structure of the IPO, with units consisting of shares and rights, is standard for SPACs seeking to enhance investor appeal.
• The Trust Account mechanism, holding proceeds until a business combination is finalized, is a core industry practice for SPACs to ensure capital is available for the acquisition and to protect public shareholders.
• The 15-month timeframe to complete a business combination (extendable) is a common regulatory and exchange requirement for SPACs.
• The focus on financial technology, aerospace and defense technology, and clean technology as target sectors aligns with current trends in the SPAC market, where investors are seeking exposure to high-growth industries.

Corporate Governance

Legal Proceedings

• To the knowledge of Management Team, there is no material litigation currently pending or contemplated against the company, its officers, or directors in their capacity as such, or against any of its property.

Related Party Transactions

• The Sponsor, Disciplined Growth Sponsor LLC, provided an IPO Promissory Note of up to $300,000, of which $27,463 was borrowed as of March 31, 2026, and subsequently repaid.
• The Sponsor is reimbursed $20,000 per month for office space, utilities, and administrative support under an Administrative Services Agreement commencing May 26, 2026.
• The Sponsor purchased 181,750 Private Placement Units.
• The Sponsor forfeited 1,100,000 Founder Shares, and At-Risk Capital Investors purchased these shares.
• The Sponsor holds 4,650,000 Founder Shares.
• Working Capital Loans may be provided by the Sponsor or its affiliates, potentially convertible into private placement units.

Stakeholder Impact

• Shareholders: Public shareholders have the opportunity to redeem their shares if they do not approve of a business combination or if the company fails to complete one by the deadline. Their investment is tied to the success of finding and completing a business combination.
• Sponsor and Management: Have agreed to waive redemption rights for their Founder Shares and Private Placement Shares, aligning their interests with the successful completion of a business combination.
• Underwriters: Received underwriting discounts and representative shares as compensation for their role in the IPO.
• Creditors: Proceeds in the Trust Account are subject to claims by creditors, potentially impacting the amount available for shareholder redemption.

Next Steps

• Identify and evaluate prospective acquisition candidates.
• Negotiate and consummate a Business Combination within the Combination Period (ending August 28, 2027).
• If a Business Combination is not completed, the company will cease operations, redeem Public Shares, and liquidate.
• Potentially seek shareholder approval to extend the Combination Period.

Key Dates

Keywords

SPAC, Disciplined Growth Acquisition Corporation, 10-Q, Quarterly Report, IPO, Business Combination, Trust Account, Financial Statements, Emerging Growth Company, Cayman Islands