American Drive Acquisition Co. Files 8-K with Material Agreements

TL;DR

ADAC filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

American Drive Acquisition Co. entered into a material definitive agreement on December 17, 2025, related to its units, Class A ordinary shares, and redeemable warrants. The company also reported on unregistered sales of equity securities and changes in its board and officer composition. The filing also notes amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This 8-K filing indicates significant corporate actions and potential future transactions for American Drive Acquisition Co., including the issuance of equity securities and changes in governance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate events and potential dilution.

Key Numbers

• 001-43016 — SEC File Number (Identifies the company's filing history with the SEC)
• 11.50 — Warrant Exercise Price (The price at which redeemable warrants can be exercised)

Key Players & Entities

• American Drive Acquisition Co. (company) — Filer of the 8-K
• 0001104659-25-123827 (document_id) — Accession Number for the filing
• 20251217 (date) — Date of Report
• 20251222 (date) — Filing Date
• American Dynamism Acquisition Co (company) — Former company name
• Petit Monts Acquisition Corp. (company) — Former company name
• 11.50 (dollar_amount) — Exercise price for redeemable warrants

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share ADAC The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share ADACW The Nasdaq Stock Ma
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordi
• $1.50 — hare at $11.50 per share, at a price of $1.50 per Private Placement Warrant, or $6,00
• $6,000,000 — $1.50 per Private Placement Warrant, or $6,000,000 in the aggregate. Of the 4,000,000 Priv
• $9,800,000 — eds from the IPO (which amount includes $9,800,000 of the underwriters' deferred discount)

Filing Documents

• tm2534036d1_8k.htm (8-K) — 54KB
• tm2534036d1_ex1-1.htm (EX-1.1) — 284KB
• tm2534036d1_ex3-1.htm (EX-3.1) — 316KB
• tm2534036d1_ex4-1.htm (EX-4.1) — 192KB
• tm2534036d1_ex10-1.htm (EX-10.1) — 93KB
• tm2534036d1_ex10-2.htm (EX-10.2) — 135KB
• tm2534036d1_ex10-3.htm (EX-10.3) — 50KB
• tm2534036d1_ex10-4.htm (EX-10.4) — 69KB
• tm2534036d1_ex10-5.htm (EX-10.5) — 48KB
• tm2534036d1_ex10-6.htm (EX-10.6) — 10KB
• tm2534036d1_ex99-1.htm (EX-99.1) — 7KB
• tm2534036d1_ex99-2.htm (EX-99.2) — 6KB
• 0001104659-25-123827.txt ( ) — 1751KB
• adac-20251217.xsd (EX-101.SCH) — 4KB
• adac-20251217_def.xml (EX-101.DEF) — 27KB
• adac-20251217_lab.xml (EX-101.LAB) — 37KB
• adac-20251217_pre.xml (EX-101.PRE) — 25KB
• tm2534036d1_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 17, 2025, the registration statement on Form S-1 (File No. 333-290625) relating to the initial public offering (the " IPO ") of American Drive Acquisition Company (the " Company ") was declared effective by the U.S. Securities and Exchange Commission (the " Commission ") (the " Registration Statement "). On December 19, 2025, the Company consummated its IPO of 23,000,000 units (the " Units "), including 3,000,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. 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-third of one redeemable warrant of the Company (each, a " Warrant "), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration An Underwriting Agreement, dated December 17, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (the " Representative "), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Warrant Agreement, dated December 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated December 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A Registration Rights Agreement, dated December 17, 2025, by and among the

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Cantor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,000,000 warrants (the " Private Placement Warrants ") to the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, or $6,000,000 in the aggregate. Of the 4,000,000 Private Placement Warrants, the Sponsor purchased 2,666,667 Private Placement Warrants and the Representative purchased 1,333,333 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. 1

02. Departure of Directors or Certain Officers Election

Item 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. On December 17, 2025, in connection with the IPO, Bryan Dove, Ron Goldie and Theo Osborne (collectively with Justin Connor and Anthony Eisenberg, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Messrs. Dove, Goldie and Osborne are independent directors. Effective December 17, 2025, each of Messrs. Dove, Goldie and Osborne was appointed to the Board's Audit Committee, with Mr. Dove serving as chair of the Audit Committee. Each of Messrs. Dove, Goldie and Osborne was appointed to the Board's Compensation Committee, with Mr. Osborne serving as chair of the Compensation Committee. Following the appointment of the Directors, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of Mr. Goldie, will expire at the Company's first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Messrs. Osborne and Dove, will expire at the Company's second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Messrs. Connor and Eisenberg, will expire at the Company's third annual meeting of shareholders. On December 17, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions of the Letter Agreement and the form of indemnit

03. Amendments to Certificate of Incorporation or Bylaws

Item 5.03. Amendments to Certificate of Incorporation or Bylaws Change in Fiscal Year. On December 17, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the " Amended and Restated Memorandum and Articles of Association ") with the Cayman Islands Registrar of Companies, which was effective on December 17, 2025. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $230,000,000 of the proceeds from the IPO (which amount includes $9,800,000 of the underwriters' deferred discount) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company's board of directors may approve), subject to applicable law, and (iii) the redemption of the Company's public shares properly submitted in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company's public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. On December 17, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On December 19, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated December 17, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, dated December 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Investment Management Trust Agreement, December 17, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.2 Registration Rights Agreement, dated December 17, 2025, by and among the Company and certain security holders. 10.3 Sponsor Private Placement Warrants Purchase Agreement, dated December 17, 2025, by and between the Company and the Sponsor. 10.4 Cantor Private Placement Warrants Purchase Agreement, dated December 17, 2025, by and between the Company and Cantor Fitzgerald & Co. 10.5 Letter Agreement, dated December 17, 2025, by and among the Company, its officers, directors, and the Sponsor. 10.6 Administrative Services Agreement, dated December 17, 2025, between the Company and the Sponsor. 10.7 Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-290625), filed by the Company on September 30, 2025). 99.1 Press Release, dated December 17, 2025. 99.2 Press Release, dated December 19, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN DRIVE ACQUISITION COMPANY By: /s/ Anthony Eisenberg Name: Anthony Eisenberg Title: Chief Executive Officer Da

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