Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by D. Boral Acquisition I Corp., a British Virgin Islands-based special purpose acquisition company (SPAC). The report date is February 10, 2026, with the IPO closing on February 12, 2026. The Company is an emerging growth company.
Key Financial Metrics
- Gross Proceeds: $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit (including full exercise of the 3,750,000 Unit over-allotment).
- Private Placement: 200,000 Private Placement Units sold to the Sponsor at $10.00 per Unit ($2,000,000 total).
- Trust Account: A total of $287,500,000 (comprising IPO proceeds and Private Placement proceeds) was deposited into a U.S.-based trust account.
- Warrant Terms: Each Unit includes one-half of one redeemable warrant; whole warrants are exercisable for one Class A ordinary share at $11.50 per share.
- Representative Shares: 2,000,000 Class A ordinary shares issued to the underwriter representative.
Material Changes
The filing marks the transition from a private entity to a public company. Key changes include:
- Capital Structure: Issuance of 28,750,000 public Units and 200,000 Private Placement Units.
- Liquidity: Establishment of a trust account holding $287,500,000, restricted until the completion of an initial business combination or redemption.
- Corporate Governance: Appointment of four new directors (Luisa Ingargiola, Jeffrey Tullman, George Kollitides, and Kevin McGurn) to join existing directors David Boral, John Darwin, and Benjamin Piggott.
- Agreements: Execution of definitive agreements including Underwriting, Warrant, Trust, Registration Rights, and Administrative Services agreements.
Outlook, Risks, and Contingencies
- Business Combination Timeline: The Company has 18 months from the IPO closing to complete an initial business combination. The Sponsor holds an option to extend this period by three months (total 21 months).
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the specified timeframe or if shareholders vote to amend specific provisions of the charter.
- Trust Account Restrictions: Funds in the trust account are generally not accessible for operations, except for interest earnings used to pay taxes or winding-up expenses.
- Lock-up Period: Representative Shares are subject to a 180-day lock-up period and cannot be sold prior to the completion of the initial business combination without consent.
Investor Verification Checklist
- Verify the exact closing date of the IPO (February 12, 2026) versus the report date (February 10, 2026).
- Confirm the total amount held in the trust account ($287,500,000) and the trustee (Continental Stock Transfer & Trust Company).
- Review the terms of the Sponsor's extension option regarding the 18-month deadline.
- Examine the specific restrictions on the 2,000,000 Representative Shares issued to the underwriter.
- Check the composition of the Board of Directors and the appointment of committee chairs.