{"url_path":"/sec/dgac/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2111038/0001185185-26-002273-index.html","accession_number":"0001185185-26-002273","cik":"0002111038","ticker":"DGAC","issuer_name":"DISCIPLINED GROWTH ACQUISITION Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2111038/0001185185-26-002273-index.html","primary_entity_key":"0002111038","primary_entity_name":"DISCIPLINED GROWTH ACQUISITION Corp"},"word_count":786,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material\nDefinitive Agreement.**\n\n \n\nOn\nMay 28, 2026, Disciplined Growth Acquisition Corporation (the “Company”) consummated its initial public offering (“IPO”)\nof 15,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.\nIn connection with the offering, $10.05 per Unit was deposited into a trust account with Odyssey Transfer and Trust Company acting as\ntrustee. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),\nand one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business\ncombination (each, a “Share Right”). The underwriters have a 45-day option to purchase up to an additional 2,250,000 units\nto cover over-allotments, if any.\n\n \n\nIn\nconnection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s\nregistration statement on Form S-1 (File No. 333-295097) for the IPO, initially filed with the U.S. Securities and Exchange Commission\n(the “Commission”) on April 16, 2026 (as amended, the “Registration Statement”):\n\n \n\n●An Underwriting Agreement, dated May 26, 2026, by and among the Company and Maxim Group LLC\n(“Maxim” or the “Representative”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and\nincorporated herein by reference.\n\n \n\n●A Share Rights Agreement, dated May 26, 2026, by and between\nthe Company and Odyssey Transfer and Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated\nherein by reference.\n\n \n\n●An Investment Management Trust Agreement, dated May 26, 2026,\nby and between the Company and Odyssey Transfer and Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and\nincorporated herein by reference.\n\n \n\n●A Registration Rights Agreement, dated May 26, 2026, by and\namong the Company, Disciplined Growth Sponsor LLC (the “Sponsor”), and Maxim, as representative of the several underwriters,\na copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.\n\n \n\n●A Private Placement Units Purchase Agreement, dated May 26,\n2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which\nis attached as Exhibit 10.3 hereto and incorporated herein by reference.\n\n \n\n●A Private Placement Units Purchase Agreement, dated May 26, 2026 (the “Underwriters’\nPrivate Placement Units Purchase Agreement”), by and among the Company and Maxim Partners LLC, a copy of which is attached as Exhibit 10.4\nhereto and incorporated herein by reference.\n\n \n\n●A Letter Agreement, dated May 26, 2026, by and among the\nCompany, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.\n\n \n\n●Indemnity Agreements, dated May 26, 2026, by and among the\nCompany and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.\n\n \n\n●An Administrative Services Agreement, dated May 26, 2026,\nby and between the Company and the Sponsor, which is attached as Exhibit 10.7 hereto and incorporated herein by reference.\n\n \n\n●A Securities Subscription Agreement between the At-Risk Capital\nInvestors and the Company, dated May 26, 2026, by and between the Company and the At-Risk Capital Investors, which is attached as Exhibit\n10.8 hereto and incorporated herein by reference.\n\n \n\n1\n\n \n\n \n\nThe Company also issued 675,000\nClass A Ordinary Shares to the Representative’s designee as part of the underwriting compensation (the “Representative Shares”)\non the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the\nRepresentative has agreed not to transfer, assign, sell, pledge, or hypothecate any such Representative Shares, or subject such Representative\nShares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by\nany person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions\npursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares until\nthe completion of the initial business combination, except as permitted under the Underwriting Agreement. In addition, the Representative\nhas agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection\nwith the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from\nthe trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided\nin the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”)."}