DGAC DISCIPLINED GROWTH ACQUISITION Corp

Executive Summary

Disciplined Growth Acquisition Corp. completed its $150M SPAC IPO, pricing 15,000,000 units at $10.00/unit on a firm commitment basis. Each unit consists of one Class A ordinary share and one right (entitling holder to 1/4 of a Class A share upon a business combination). Net proceeds of ~$148.8M (after underwriting discounts) plus $3.45M from a concurrent private placement of 345,000 units to sponsor/insiders will fund the trust account (~$150.75M). The company has 15 months to identify and close an initial business combination targeting fintech, aerospace/defense, and clean tech. No target has been selected.

Key Financial Metrics

Actionable Insight

Key Facts

• 15,000,000 units priced at $10.00/unit for gross proceeds of $150,000,000
• Each unit = 1 Class A share + 1 right (entitling holder to receive 1/4 Class A share upon business combination)
• Underwriters have a 45-day option for up to 2,250,000 additional units
• Underwriting discount: $0.08/unit ($1,200,000 total); plus 675,000 representative shares
• $150,750,000 deposited into trust account ($10.05/unit)
• ~$850,000 in working capital outside trust account
• Concurrent private placement of 345,000 units at $10.00/unit to sponsor, Maxim Group, and at-risk capital investors for $3,450,000
• Founder shares: 5,750,000 Class B shares issued to sponsor for $25,000 ($0.004/share); 1,100,000 forfeited and re-sold to at-risk investors; net 3,900,000 sponsor-owned (no over-allotment)
• 15-month deadline to complete initial business combination from closing (May 28, 2026)
• Sponsor: Disciplined Growth Sponsor LLC (Robert Wotczak, managing member); underwriter/bookrunner: Maxim Group LLC
• Target sectors: financial technology, aerospace/defense technology, clean technology; enterprise value range $300M-$1.5B
• Listing: NYSE under DGACU (units), DGAC (Class A shares), DGACR (rights); separate trading expected 52nd day post-prospectus
• Public shareholders have redemption rights at $10.05 per share upon business combination or liquidation; rights expire worthless if no deal

Financial Impact

Offering raises $150M in gross proceeds; trust funded with $150.75M; underwriting costs $1.2M plus 675,000 representative shares; sponsor/insiders invest $3.45M in private placement. Net tangible book value per share post-offering ranges from $7.20-$7.21 (0% redemption scenario) to $0.23-$0.25 (100% redemption scenario). Public shareholders face immediate dilution of 27.9%-97.7% depending on redemptions.

Risk Factors

• No identified target — risk of liquidation if no deal within 15 months
• Sponsor paid only ~$0.004/share for founder shares — misaligned incentives for deal quality
• Immediate and substantial dilution to public shareholders from founder shares and private placement units
• Potential conflicts of interest as underwriter (Maxim) also holds private placement units and founder shares
• Redemption risk: high redemptions could leave insufficient cash to close a deal or meet minimum cash conditions
• NYSE continued listing requirements may be difficult to maintain post-business combination

Market Snapshot

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status

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