{"url_path":"/sec/adac/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2083002/0001104659-26-062510-index.html","accession_number":"0001104659-26-062510","cik":"0002083002","ticker":"ADAC","issuer_name":"American Drive Acquisition Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/2083002/0001104659-26-062510-index.html","primary_entity_key":"0002083002","primary_entity_name":"American Drive Acquisition Co"},"word_count":365,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nOn August 28, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which we issued 5,750,000 founders shares to the Sponsor. Up to 750,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriter’s over-allotment option is exercised. On December 19, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nOn December 19, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Cantor Fitzgerald & Co., acted as the representative of the underwriters and sole book-running manager of the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-290625). The registration statement became effective on December 17, 2025.\n\nSimultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, in a private placement to the Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $6,000,000. Of those 4,000,000 Private Placement Warrants, the Sponsor purchased 2,666,667 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,333,333 Private Placement Warrants.\n\nOf the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Warrants, an aggregate of $230,000,000 was placed in the Trust Account.\n\nWe paid a total transaction costs of $14,382,754, consisting of $3,815,060 of cash underwriting fee (net of $184,940 underwriters’ reimbursement), $9,800,000 of deferred underwriting fee and $767,694 of other offering costs.\n\nFor a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report."}