This amendment updates the rights conversion ratio, a meaningful structural change for unit valuation. Monitor for the effective date and subsequent announcement of a target. Post-IPO, track trust account stability and any 13D filings for activist buildup ahead of de-SPAC.
Executive Summary
Disciplined Growth Acquisition Corp. filed Amendment No. 2 to its S-1 registration statement for a $150M SPAC IPO. This is a blank-check company targeting fintech, aerospace/defense, and clean tech. Key changes from the prior S-1 include a material revision to the rights structure — each right now entitles the holder to 1/4 of one Class A ordinary share (changed from 1/10 in the initial S-1 filed April 16, 2026). The offering terms remain 15M units at $10/unit, with 15 months to complete a business combination. This is a routine procedural step toward going effective; no target has been identified.
Key Financial Metrics
Key Facts
- $150M SPAC IPO (15M units at $10/unit) seeking NYSE listing under DGACU/DGAC/DGACR
- Each unit: 1 Class A ordinary share + 1 right to receive 1/4 Class A ordinary share upon business combination (revised from 1/10 in prior filing)
- Sponsor purchased 5.75M founder shares for $25k ($0.004/share); will forfeit up to 750k shares depending on over-allotment exercise
- 15-month window to complete initial business combination, extendable by shareholder vote
- Target enterprise value range: $300M - $1.5B in fintech, aerospace/defense, clean tech
- No business combination target selected and no substantive discussions initiated
Financial Impact
$150M gross IPO proceeds plus $3.45M from private placement units ($153.45M total); $150.75M deposited in trust
Risk Factors
- No target identified — risk of failing to complete business combination within 15 months leading to liquidation at ~$10.05/share
- Nominal sponsor cost ($0.004/share) creates misaligned incentives to complete any deal vs. a good deal
- Anti-dilution provisions on founder shares may cause material dilution to public shareholders
- Potential classification as an investment company under the Investment Company Act
- Conflicts of interest: sponsor, officers, and underwriter (Maxim) have financial interests in deal completion
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001185185-26-001950 |
| Document: dgacex3-2.htm | 0001185185-26-001950 |
| Document: dgacex1-1.htm | 0001185185-26-001950 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 6, 2026 11w ago | Insider Buy | $9.95 $10.00 | ▲ +0.50% | ▲ +0.90% | $10.00 (+0.50%) |
Jun 3, 2026 20w ago | 8-K | $10.00 $10.09 | ▲ +0.90% | ▲ +2.27% | $10.00 (0.00%) |
Jun 1, 2026 21w ago | 8-K | $10.01 $10.04 | ▲ +0.30% | ▲ +1.86% | $10.00 (−0.10%) |
May 28, 2026 21w ago | Press Release | — | awaiting T+20 | — | — |
May 27, 2026 21w ago | 424B4 | — | awaiting T+20 | — | — |
May 27, 2026 21w ago | 3 | — | awaiting T+20 | — | — |
May 27, 2026 21w ago | 3 | — | awaiting T+20 | — | — |
May 27, 2026 21w ago | EFFECT | — | awaiting T+20 | — | — |
May 26, 2026 21w ago | Press Release | — | awaiting T+20 | — | — |
May 20, 2026 22w ago | S-1/A | — | awaiting T+20 | — | — |
US Market Status
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