DBCA 10-K & 10-Q changes, risk factors and insider trading
D. Boral Acquisition I Corp. (also DBCAU, DBCAW) · Nasdaq · Blank Checks · CIK 2095161 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our final prospectus for the IPO filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Removed heading “Item 1B. Unresolved Staff Comments”
Removed heading “Item 1C. Cybersecurity”
Largest changes
“As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. …”see in full comparison
Full comparison: every changed paragraph (4)
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
As a blank check company,
we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend
on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated
and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties,
could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our
reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against
cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting
us, the management team will report to the board of directors and provide updates on the management team’s incident response plan
for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in
data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately
protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences,
or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have established certain
processes for identifying, evaluating, and managing material risks from cybersecurity threats as a part of our overall technology management
strategy. These processes are designed and reassessed on a periodic basis to help protect our technology assets and operations from internal
and external security threats.
Management's Discussion & Analysis (MD&A)
New heading “Going Concern Consideration”
New heading “Commitments and Contractual Obligations”
Largest changes
“In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before August 6, 2027. The Company also has no approved plan in place to extend the business combination deadline beyond August 6, 2027. …”see in full comparison
“The underwriters had a 45-day option from the date of the initial public offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any. On February 12, 2026, simultaneously with the closing of the initial public offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit. We also entered into a registration rights agreement on February 10, 2026 pursuant to which we granted registration rights to the sponsor and their permitted transferees.”see in full comparison
“We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate an aggregate of $20,000 per month for office space, utilities and secretarial and administrative support. We began incurring these fees on February 11, 2026 and will continue to incur these monthly fees until the completion of the initial Business Combination or the liquidation of the Company.”see in full comparison
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our initial business combination.see in full comparisonWe may withdraw interest to pay our income and franchise taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes.To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Full comparison: every changed paragraph (14)
For the three and six months ended MarchJune 31,30, 2026, we had net income of $1,247,160,
$2,467,167 and $3,714,327, respectively, which represents interest income earned on cash held in trust account of $1,373,487,$2,650,775 and $4,024,262, respectively, partially offset by formation and operating costs
of $126,327.$183,608 and $309,935, respectively.
The Company’s liquidity needs prior to the consummation of our
initial public offering were satisfied through the payment of $25,000 from the sponsor upon the issuance of the founder shares, loan proceeds
from the sponsor of $350,000 under an unsecured promissory note and advances from related party.note. Subsequent to the consummation of our
initial public offering, the Company’s liquidity has been satisfied through the net proceeds from our initial public offering and
the proceeds from the sponsor from the purchase of the private units.
We intend to use substantially all of the funds held in the trust account,
including any amounts representing interest earned on the trust account to complete our initial business combination. We may withdraw
interest to pay our income and franchise taxes, if any. Our annual income tax obligations will depend on the amount of interest and other
income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient
to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial
business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
As of MarchJune 31,30, 2026, we have available to us the$317,622 approximately $513,684
of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business
due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses
or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,
negotiate and complete a business combination.
For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities
was $350,672.$563,659. Net income of $1,247,160$3,714,327 was offset by interest income earned on cash held in trust account of $1,373,487$4,024,262 and change in
assets and liabilities of $224,345.$253,724.
For the threesix months ended MarchJune 31,30, 2026, cash used in investing activities
was $287,500,000, which represents proceeds from the initial public offering and private placement deposited into the Trusttrust account.
For the threesix months ended MarchJune 31,30, 2026, cash provided by financing
activities was $288,339,356,$288,356,281, which represents proceeds from the initial public offering and private placement less offering costs and
repayment of Promissory Note - Related Party.
Going Concern Consideration
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before August 6, 2027. The Company also has no approved plan in place to extend the business combination deadline beyond August 6, 2027. Management has determined that the timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets or liabilities.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.S-K.
Commitments and Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate an aggregate of $20,000 per month for office space, utilities and secretarial and administrative support. We began incurring these fees on February 11, 2026 and will continue to incur these monthly fees until the completion of the initial Business Combination or the liquidation of the Company.
The underwriters had a 45-day option from the date of the initial public offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any. On February 12, 2026, simultaneously with the closing of the initial public offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit. We also entered into a registration rights agreement on February 10, 2026 pursuant to which we granted registration rights to the sponsor and their permitted transferees.
DBCA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding DBCA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 750,000 | $7.5M | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 750,000 | $7.5M | 0.01% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 690,000 | $6.9M | 0.0% | No change |
| Two Sigma Investments | 2026-06-30 | 415,363 | $4.1M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 150,000 | $52.5K | 0.0% | No change |