Disciplined Growth Acquisition Corp-A美股招股说明书(2026-05-28版)

Disciplined Growth Acquisition Corporation 15,000,000Units Disciplined Growth Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company andformed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses, which we refer to throughout this prospectus as our initial businesscombination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. We currently intend to focus on target businessesinthe financial technology,aerospace and defense technology,clean technology and other sectors with disruptive marketopportunities, although we may pursue an acquisition opportunity in any business, industry, sector or geographical location. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary shareand one (1) right, as described in more detail in this prospectus. Each Right entitles the holder thereof to receive one-fourth (1/4) ofone ClassA ordinary share upon consummation of our initial business combination. We refer herein to the units sold in this offering asour “public units,” and the components thereof as our “public shares” and “public rights,” respectively. No fractional Class A ordinaryshares will be issued in connection with an exchange of rights, so you must hold multiples of four (4) in order to receive Class Aordinary shares for all your rights upon closing of a business combination. The underwriters have a 45-day option from the date of thisprospectus to purchase up to an additional 2,250,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their ClassA ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of twobusiness days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable,divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. Theproceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other fees ortaxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation anyexcisetax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by our company.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initial businesscombination” and “Summary—The Offering—Redemption of public shares and distribution and liquidation if no initialbusiness combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherpersonwith whom such shareholder is acting in concert or as a“group”(as defined under Section 13 of the SecuritiesExchangeActof1934, as amended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in thisoffering) for or against our initial business combination.See “Summary—The Offering—Limitation on redemption rights ofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion ofcertain limitations on redemption rights. Our Sponsor, Maxim Group LLC (“Maxim”) which is the representative of the underwriters, and certain third-party investors (the“third-party investors”), none of which are affiliated with the Sponsor, our officers and directors, and certain individuals who areregistered persons of Maxim (the “Maxim Individuals” and, together with the third-party investors, the “at-risk capital investors”),have committed to purchase an aggregate of 345,000 private placement units (the “Private Placement Units”) (or 374,250 units if theunderwriters’ o