Disciplined Growth Acquisition Corp - 8-K

Item 3.02. Unregistered Sales of Equity
Securities.

The information included
in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events.

As previously disclosed on
a Current Report on Form 8-K dated May 26, 2026, Disciplined Growth Acquisition Corporation (the “ Company ”)
consummated its initial public offering (“ IPO ”) of 15,000,000 units (the “ Units ”) on May 28, 2026.
Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary
Shares ”), and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s
initial business combination (each, a “Share Right”). The Units were sold at a price of $10.00 per unit, generating gross
proceeds to the Company of $150,000,000.

Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement Units Purchase
Agreement, the Company completed the private sale of an aggregate of 345,000 units (the “ Private
Placement Units ”) to Disciplined Growth Acquisition Sponsor (the “ Sponsor ”),
Maxim Group LLC (“Maxim”) and/or its designees and at-risk capital investors at a price of $10.00 per Private Placement Unit
for an aggregate purchase price of $3,450,000. Of these Private Placement Units, the Sponsor purchased 175,000 Private Placement Units,
Maxim Group LLC and/or its designees purchased 60,000 Private Placement Units and the at-risk capital investors purchased 110,000 Private
Placement Units. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise
disclosed in the Company’s registration statement on Form S-1 (File No. 333-295097) (the “ Registration
Statement ”) for the IPO, initially filed with the U.S. Securities and Exchange Commission on April 16, 2026, as amended.
No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

In connection with the IPO, the
underwriter was granted a 45-day option from the date of the Registration Statement (the “ Over-Allotment
Option ”) to purchase up to 2,250,000 additional units to cover over-allotments (the “ Option
Units ”), if any.

On June 4, 2026, the underwriters
purchased an additional 750,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold
at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $7,500,000.

On June 4, 2026, in connection with the partial exercise
of the Over-Allotment Option, the Sponsor purchased an additional 6,750 Private Placement Units and Maxim and/or its designees purchased
an additional 3,000 Private Placement Units, in each case at a price of $10.00 per Private Placement Unit, for aggregate additional proceeds
of $97,500. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the additional Private Placement
Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A total of $158,287,500 of
the proceeds from the sale of the Units, the Option Units, and the Private Placement Units was placed in a U.S.-based trust account maintained
by Odyssey Transfer and Trust Company acting as trustee.

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