DGAC 10-K & 10-Q changes, risk factors and insider trading

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on the financial technology, aerospace and defense technology, clean technology and other sectors with disruptive market opportunities. We are an early stageearly-stage and emerging growth company and, as such, we are subject to all of the risks associated with early stageearly-stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements and Subscription Agreements, on May 28, 2026, we completed the sale of an aggregate of 345,000 Private Placement Units to the Sponsor, Maxim and/or its designees and and the At-Risk Capital Investors in the Private Placement at a purchase price of $10.00 per Private Placement Unit. 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. Consequently, in the Private Placement, we sold an aggregate of 354,750 Private Placement Units, Units, with (i) the Sponsor purchasing 181,750 Private Placement Units, (ii) Maxim and/or its designees purchasing 63,000 Private Placement Units, Units, and (iii) the At-Risk Capital Investors purchasing 110,000 Private Placement Units, in each case at a price of $10.00 per Private Placement Unit, with the At-Risk Capital Investors paying additional consideration of $0.04 for each Private Placement Unit purchased by them, generating gross proceeds to usthe Company of $3,547,500. $3,551,900. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 19, 2026 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as as for due diligence expenses.

For the periodthree frommonths Januaryended 19,June 2026 (inception) through March 31,30, 2026, we had a net lossincome of $81,546,$347,039, which consisted of formationchange andin fair value of over-allotment option of $69,467, interest income of $537,468, offset by general and administrative costs.costs of $223,856 and formation costs of $36,040.

Our liquidity needs through May 28, 20262026, were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account. As of MarchJune 31,30, 2026, the Company had $0$696,289 in cash and a working capital deficit of $56,546.$546,711.

SubsequentFollowing to the period covered by this Report, following the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $158,287,500 was placed in the Trust Account. We incurred fees of $8,673,400,$8,792,956, consisting of $1,260,000 of cash underwriting fee, $7,087,500 worth of Representative representative sharesShares issued in lieu of deferred cash underwriting fees and $325,900$445,456 of other offering costs.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.

Commencing on May 26, 2026, and until the completion of our Business Combination or liquidation, we shall reimburse the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement. NoAs amountsof June 30, 2026, the wereCompany incurredhad orpaid outstanding$20,000 under the Administrativeadministrative Servicesservices Agreement as of March 31, 2026.agreement.

The Underwriters had a 45-day option to purchase up to 2,250,000 additional Option Units to cover any over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The Underwriters were entitled to a cash underwriting discount discount of $0.08 per Public Unit, or $1,200,000$1,260,000 in the aggregate, which was paid to the Underwriters upon the closing of the Initial Public Offering.Offering and partial exercise of the over-allotment option.

We issued an aggregate of 708,750 Representative Shares to the Underwriters or their designees, at the consummation of the Initial Public Offering and the partial exercise of the Over-Allotment Option. We account for the Representative Shares as an offering cost of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit.equity. The holders of the Representative Shares have agreed not to transfer, assign or sell any such Representative Shares without prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by the FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of IPO Registration Statement pursuant to Rule 5110(e)(1) of the FINRA Manual. Manual. Pursuant to FINRA Rule 5110(e)(1), these securities were not sold during the Initial Public Offering, and cannot be sold, transferred, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the IPO Registration Statement or commencement of sales in the Initial Public Offering, except to any underwriter and selected dealer dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain remain subject to the lockuplock-up restriction above for the remainder of the time period.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of MarchJune 31,30, 2026, wethe didCompany nothas haverecognized anyfair criticalvalue accountingon estimates toits bePublic disclosed.Rights and Over-allotment option liability.