UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM ‎8-K

CURRENT REPORT

Pursuant to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934‎

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~December 14, 2023~~

March 25, 2024

DISRUPTIVE ACQUISITION CORPORATION I

(Exact Name of Registrant as Specified in ~~Its~~its Charter)

Cayman Islands	~~‎001-40279‎~~	~~N/A~~001-40279	N/A
(State or Other Jurisdiction of Incorporation or Organization)	‎(Commission File Number)‎	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

‎11501 Rock Rose Avenue, Suite 200 Austin, Texas	‎78758
11501 Rock Rose Avenue, Suite 200 Austin, Texas		78758
(Address of Principal Executive Offices)	~~(Zip Code)~~	(Zip Code)

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code)~~code: ‎(424) 205-6858‎

~~N/A~~Not Applicable (Former name or former address, if changed since last report)

~~‎(Former~~Check the appropriate box below if the Form 8-K filing is intended ~~Name~~to orsimultaneously ~~Former~~satisfy ~~Address,~~the Iffiling ~~Changed~~obligation ~~Since~~of ~~Last~~the ~~Report~~registrant under any of the following provisions (see General Instruction A.2. below)‎:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)‎ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)‎~~:

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))‎

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	DISA	(1)
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	DISAW	(1)
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	DISAU	(1)

☐(1)  On ~~Pre-commencement~~June ~~communications~~16, ~~pursuant~~2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company’s securities (Class A ordinary shares, redeemable warrants and units) would be subject to ~~Rule~~suspension ~~13e-4~~and delisting from The Nasdaq Capital Market (c“Nasdaq”) ~~under~~at the ~~Exchange~~opening ~~Act~~of ~~(17~~business ~~CFR~~on ~~240~~December 26, 2023 due to the Company’s non-compliance with certain Nasdaq Listing Rules.~~13e~~ Accordingly, a Form 25-4NSE was filed with the Securities and Exchange Commission (cthe “Commission”))‎ on February 15, 2024, which removed the Company’s securities listing and registration on Nasdaq.

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether 12the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (b§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act:‎ of 1934 (§240.12b-2 of this chapter).

Title of each class	Trading Symbol(s)	Name of each exchange on which ‎registered
Class A Ordinary Shares, par value $0.0001 per share	‎‎DISA	The Nasdaq Stock Market LLC
Redeemable warrants, each one whole warrant ‎exercisable for one Class A ordinary share at an ‎exercise price of $11.50‎	DISAW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share ‎and one-third of one redeemable warrant	DISAU	The Nasdaq Stock Market LLC

Indicate by check mark whether the regging growth company as defined in Rule 405 of the Securities Act of 1933 ‎‎(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).‎

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ‎complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

AsOn ~~previously~~March ~~disclosed~~25, on2024, ~~June~~the ~~16,~~board ~~2023,~~of ~~Disruptive~~directors of Disruptive Acquisition Corporation I (the “Company”), ~~received~~considering athat ~~written notice from~~ the ~~Listing~~Company ~~Qualifications~~will ~~Department~~not ofconsummate ~~The~~an ~~Nasdaq~~initial ~~Stock~~business ~~Market~~combination within ~~LLC~~the ~~(“Nasdaq”) indicating~~time ~~that~~period ~~the~~required ~~Company~~by ~~was~~its noAmended ~~longer~~and inRestated ~~compliance~~Memorandum ~~with~~and ~~Listing~~Articles ~~Rule~~of ~~5550(b)(2)~~Association (the “~~MVLS~~Amended ~~Listing~~Memorandum ~~Requirement~~and Articles”), ~~with respect~~decided to ~~its~~dissolve ~~Class~~and Aliquidate ~~ordinary shares (~~the ~~“Ordinary~~Company ~~Shares”),~~in ~~which~~accordance ~~requires~~with the ~~Company~~provisions toof ~~maintain~~the anAmended ~~aggregate~~Memorandum ~~market~~and Articles ~~value~~and ofto ~~listed~~redeem ~~securities~~all of ~~at least $35.0 million for continued listing on The Nasdaq Capital Market (~~the ~~“Original~~outstanding ~~Notice”). The~~Class ~~Original~~A ~~Notice~~ordinary ~~additionally~~shares ~~indicated~~ that ~~the~~were ~~Company~~included ~~had~~in ~~180 calendar days from~~ the ~~date~~units ofissued ~~the~~in ~~Original~~its ~~Notice,~~initial orpublic ~~until~~offering ~~December 13, 2023~~ (the “~~Compliance~~Public ~~Deadline~~Shares”), toat ~~regain~~an ~~compliance~~estimated ~~with~~per-share ~~the~~redemption ~~MVLS~~price ~~Listing~~of ~~Requirement~~approximately US$10.85.

OnAs ~~December 14, 2023, the Company received a written notice from the Listing Qualifications Department~~ of ~~Nasdaq indicating that~~ the ~~Company~~close had not regained compliance with the MVLS Listing Requirement by the Compliance Deadline. Accordingly, Nasdaq informed the Company that the Company’s securities would be delisted from Nasdaq. In addition, unless the Company requests an appeal of ~~this determination, trading of the Ordinary Shares will be suspended at the opening of~~ business on ~~December~~April 268, ~~2023~~2024, the ~~and~~Public aShares ~~Form 25-NSE~~ will be ~~filed~~deemed ~~with~~cancelled ~~the Securities~~ and ~~Exchange Commission, which~~ will ~~remove~~represent ~~the~~only ~~Ordinary Shares,~~ the ~~Company’s~~right ~~redeemable warrants~~ to ~~purchase~~receive the ~~Ordinary~~redemption Shares (the “Warrants”) and units consisting of one Ordinary Share and one-third of a Warrant (together with the Ordinary Shares and the Warrants, the “Securities”) from listing and registration on Nasdaqamount.

~~The~~In ~~Company~~order ~~does~~to ~~not~~provide ~~intend~~for tothe ~~appeal~~disbursement ~~Nasdaq’s~~of ~~determination~~funds ~~and,~~from ~~accordingly~~the trust account, the Company ~~expects~~will ~~that~~instruct ~~its~~the ~~Securities~~trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be ~~delisted~~held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. ~~The~~Record ~~Company~~holders iswill ~~evaluating~~receive ~~redeeming~~their ~~its~~pro ~~Ordinary~~rata portion of the proceeds of the trust account by delivering their Public Shares ~~prior~~to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to ~~its~~take ~~business~~any ~~combination~~action ~~deadline~~in order to receive the redemption amount. The redemption of ~~March~~the 26Public Shares is expected to be completed by April 8, 2024.

~~SIGNATURE~~The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

On February 15, 2024, The Nasdaq Stock Market LLC filed a Form 25 with the Commission, which removed the Company’s securities from listing on Nasdaq. The Company expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended after the redemption of the Public Shares is completed.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of the Company. For example, statements about the expectation that the Company will cease all of its operations, the anticipated date upon which the shares will cease trading and be deemed cancelled, and the expected timing of the completion of the redemption are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain.

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~March 2025, ~~2023~~2024

	DISRUPTIVE ACQUISITION CORPORATION I


	By:	/s/ Phillip C. Caputo
		Name: Phillip C. Caputo
		Title: Chief Financial Officer

Filing Compare · Disruptive Acquisition Corp I