Press release·08/14/2026 11:30:54

Overview

Disciplined Growth Acquisition Corp. is a blank check company incorporated in the Cayman Islands on January 19, 2026, for the purpose of effecting a business combination. The company’s sponsor is Disciplined Growth Sponsor LLC.

Although the company is not limited in its search for target businesses to a particular industry or sector, it is focusing its search on the financial technology, aerospace and defense technology, clean technology and other sectors with disruptive market opportunities. The company is an early-stage and emerging growth company and is subject to the risks associated with such companies. It expects to incur significant costs in the pursuit of its acquisition plans, and there is no assurance that its plans to complete a business combination will be successful.

The company’s IPO registration statement became effective on May 26, 2026. On May 28, 2026, the company consummated its initial public offering of 15,000,000 public units, with each unit consisting of one public share and one public right. 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. The public units were sold at a price of $10.00 per unit, generating gross proceeds to the company of $157,500,000.

Simultaneously with the closing of the initial public offering, the company completed the sale of an aggregate of 354,750 private placement units to the sponsor, Maxim and/or its designees, and the at-risk capital investors, at a purchase price of $10.00 per private placement unit, generating gross proceeds of $3,551,900.

Following the closing of the initial public offering and private placement, the net proceeds of $158,287,500 were placed in a trust account located in the United States with Odyssey acting as trustee. The company has until August 28, 2027 (15 months from the closing of the initial public offering), or until such earlier or later date as its board may approve or its shareholders may approve, to consummate the business combination. If the company is unable to complete the business combination by the end of the combination period, it will cease all operations except for the purpose of winding up and redeeming the public shares.

Recent Developments

On July 10, 2026, the remainder of the over-allotment option expired unexercised, and consequently, 500,000 Class B ordinary shares were forfeited by the sponsor.

Results of Operations

The company has neither engaged in any operations nor generated any revenues to date. Its only activities since January 19, 2026 (inception) through June 30, 2026 have been organizational activities and activities relating to the initial public offering and identifying and evaluating prospective acquisition candidates. The company will not generate any operating revenues until after completion of its initial business combination.

For the three months ended June 30, 2026, the company had a net income of $347,039, which consisted of a change in fair value of over-allotment option of $69,467, interest income of $537,468, offset by general and administrative costs of $223,856 and formation costs of $36,040.

For the period from January 19, 2026 (inception) through June 30, 2026, the company had a net income of $265,493, which consisted of a 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.

Liquidity and Capital Resources

The company’s liquidity needs through May 28, 2026 were satisfied through a contribution of $25,000 from the sponsor in exchange for the issuance of founder shares and a loan pursuant to the IPO promissory note. Following the initial public offering and the private placement, the company’s 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.

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. The company 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.

The company may withdraw interest from the trust account to pay taxes, if any. It intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete its business combination. To the extent that the company’s share capital or debt is used, in whole or in part, as consideration to complete the business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions, and pursue the company’s growth strategies.

IPO Promissory Note

Prior to the closing of the initial public offering, the sponsor agreed to loan the company an aggregate of up to $300,000 under the IPO promissory note to cover expenses related to the initial public offering. The outstanding loan balance of $169,004 was fully repaid upon the consummation of the initial public offering on May 28, 2026.

Working Capital Loans

The sponsor, or certain of the company’s officers and directors or their affiliates, may, but are not obligated to, loan the company working capital loans to fund working capital deficiencies or finance transaction costs in connection with a business combination. As of June 30, 2026, the company did not have any borrowings under any working capital loans.

Contractual Obligations

The company has the following contractual obligations:

1. Administrative Services Agreement: Commencing on May 26, 2026, and until the completion of the business combination or liquidation, the company shall reimburse the sponsor $20,000 per month for office space, utilities, and secretarial and administrative support.

2. Underwriting Agreement: 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.

3. Representative Shares: The company 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.

4. Registration Rights Agreement: The holders of the founder shares, representative shares, the private placement units, and any private placement-equivalent units issued in connection with the working capital loans are entitled to registration rights pursuant to the Registration Rights Agreement.

5. Letter Agreement: The company’s sponsor, directors, and officers have entered into the Letter Agreement, which includes various provisions related to the company’s business combination and the treatment of the founder shares and private placement units.

Critical Accounting Estimates

The preparation of the company’s unaudited condensed financial statements and notes thereto 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. As of June 30, 2026, the company has recognized fair value on its public rights and over-allotment option liability.

Recent Accounting Standards

The company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” on January 19, 2026, the date of its incorporation. Management does not believe that there are any other recently issued, but not yet effective, accounting standards that would have a material effect on the company’s unaudited condensed financial statements and notes thereto.