DISA / Disruptive Acquisition Corporation I - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-40279 DISRUPTIVE ACQUISITION CORPORATION I (Exact name of registrant as s

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

DISA / Disruptive Acquisition Corporation I / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d710572dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fili

DISA / Disruptive Acquisition Corporation I / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 disa20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

DISA / Disruptive Acquisition Corporation I / Hudson Bay Capital Management LP - DISA 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.)* Disruptive Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

KYG2770Y1281 / DISRUPTIVE ACQUISITION COR A DISRUPTIVE ACQ CL A CW26 / Farallon Capital Partners, L.P. Passive Investment

SC 13G/A 1 disa13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Disruptive Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, Par Value $0.0001 per share (Title of Class of Securities) G2770T102 (Cusip Number) December 31, 2023 (Date of Event which Requires Filing of this State

DISA / Disruptive Acquisition Corporation I / Toms Capital Investment Management Lp - DISRUPTIVE ACQUISITION CORP I Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Disruptive Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 Event Reported): December 14, 2023 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands ‎001-40279‎ N/A (State or Other Jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISR

FOURTH AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.1 THIS FOURTH AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISRUPTIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 Event Reported): June 16, 2023 DISRUPTIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 Event Reported): June 16, 2023 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands ‎001-40279‎ N/A (State or Other Jurisdiction of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISRUPTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transaction Period ended: Noth

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended*

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended The following description sets forth certain material terms and provisions of the securities of Disruptive Acquisition Corporation I (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The followin

Second Amended and Restated Memorandum and Articles of Association*

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISRUPTIVE ACQUISITION CORPORATION (adopted by special resolution dated 23 March 2021 and effective on 23 March 2021, as amended by special resolution dated February 14, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISRUPTIVE AC

Third Amended and Restated Promissory Note, dated April 17, 2023, issued by Disruptive Acquisition Corporation I to an affiliate of Disruptive Acquisition Sponsor I, LLC*

Exhibit 10.14 THIS THIRD AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transaction Period ended: N

Amendment, dated as of February 14, 2023, to the Amended and Restated Memorandum and Articles of Association of Disruptive Acquisition Corporation I.

Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISRUPTIVE ACQUISITION CORPORATION I DISRUPTIVE ACQUISITION CORPORATION I (THE “COMPANY”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that: (i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “49.7 In the e

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 event reported): February 14, 2023‎ DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands ‎001-40279‎ N/A (State or Other Jurisdiction of

Amendment to Investment Management Trust Agreement, dated February 14, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2023)

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of February 14, 2023, is made by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), a

DISA / Disruptive Acquisition Corporation I Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 disa20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Disruptive Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

DISA / Disruptive Acquisition Corporation I Class A / MILLENNIUM MANAGEMENT LLC Passive Investment

SC 13G/A 1 DISASC13GA2023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G2770Y102 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this

DISA / Disruptive Acquisition Corporation I Class A / Farallon Capital Partners, L.P. - AMENDMENT #2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISR

SECOND AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.1 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISRUPTIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transaction Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISRUPTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 dp173196nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repo

DISA / Disruptive Acquisition Corporation I Class A / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G2770Y102 (CUSIP Number) APRIL 12, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate

Amended and Restated Promissory Note, dated April 12, 2022, issued by Disruptive Acquisition Corporation I to an affiliate of Disruptive Acquisition Sponsor I, LLC*

Exhibit 10.13 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended*

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended The following description sets forth certain material terms and provisions of the securities of Disruptive Acquisition Corporation I (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The followin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-40279 DISRUPTIVE AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transaction Period ended: N

DISA / Disruptive Acquisition Corporation I Class A / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d250320dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Fili

DISA / Disruptive Acquisition Corporation I Class A / Disruptive Acquisition Sponsor I, LLC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Disruptive Acquisition Corporation I (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2770Y 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri

DISA / Disruptive Acquisition Corporation I Class A / Hudson Bay Capital Management LP - DISA 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Disruptive Acquisition Corporation I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2770Y102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

DISA / Disruptive Acquisition Corporation I Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G2770Y102 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropri

DISA / Disruptive Acquisition Corporation I Class A / FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

DISRUPTIVE ACQUISITION CORPORATION I INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 DISRUPTIVE ACQUISITION CORPORATION I INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Disruptive Acquisition Corporation I: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Disruptiv

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 event reported): November 15, 2021 DISRUPTIVE ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of inco

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 . For the transition period from to DISRUPTIVE ACQUISITION CORPORATION I

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 . For the transition period from to DISRUPTIVE ACQUISITION CORPORATION I (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 dp156304nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo

DISA / Disruptive Acquisition Corporation I Class A / Sculptor Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G2770T102 (CUSIP Number) August 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

DISRUPTIVE ACQUISITION CORPORATION I INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 DISRUPTIVE ACQUISITION CORPORATION I INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Disruptive Acquisition Corporation I: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Disruptiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . DISRUPTIVE ACQUISITION CORPORATION I (Exa

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 event reported): May 24, 2021 DISRUPTIVE ACQUISITION CORPORATION I (Exact name of registrant as specified in its charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

Disruptive Acquisition Corporation I Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing May 14, 2021

Exhibit 99.1 Disruptive Acquisition Corporation I Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing May 14, 2021 May 11, 2021 Austin, Texas ? (BUSINESS WIRE) ? Disruptive Acquisition Corporation I (the ?Company?) announced that, commencing May 14, 2021, holders of the units sold in the Company?s initial public offering of 27,500,000 units completed on March 26,

JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k)

EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) *

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DISRUPTIVE ACQUISITION CORPORATION I (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G2770Y110** (CUSIP Number) MARCH 24, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2021 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

DISRUPTIVE ACQUISITION CORPORATION I INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 DISRUPTIVE ACQUISITION CORPORATION I INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Disruptive Acquisition Corporation I Opinion on the Financial Statement We hav

Indemnity Agreement, dated March 23, 2021, between the Company and Mardy S. Fish (incorporated herein by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and Mardy S. Fish (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unl

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 (March 23, 2021) DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40279 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

Administrative Services Agreement, dated March 26, 2021, between the Company and Disruptive Acquisition Sponsor I, LLC (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.4 DISRUPTIVE ACQUISITION CORPORATION I 1925 Century Park East, Suite 1700 Los Angeles, California 90067 March 26, 2021 Disruptive Acquisition Sponsor I, LLC 1925 Century Park East, Suite 1700 Los Angeles, California 90067 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Disruptive Acquisition Corporation I (the ?Company?

Indemnity Agreement, dated March 23, 2021, between the Company and David M. Tarnowski (incorporated herein by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and David M. Tarnowski (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie

Indemnity Agreement, dated March 23, 2021, between the Company and Alexander J. Davis (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and Alexander J. Davis (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie

Warrant Agreement, dated March 26, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 26, 2021, is by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS,

Letter Agreement, dated March 26, 2021, among the Company and its officers and directors and Disruptive Acquisition Sponsor I, LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.1 March 26, 2021 Disruptive Acquisition Corporation I 1925 Century Park East, Suite 1700 Los Angeles, California 90067 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into between Disruptive Acquisition Corporation I, a Cayman Islands exe

Indemnity Agreement, dated March 23, 2021, between the Company and Galen C. Smith (incorporated herein by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and Galen C. Smith (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

Indemnity Agreement, dated March 23, 2021, between the Company and Phillip C. Caputo (incorporated herein by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and Phillip C. Caputo (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISRUPTIVE ACQUISITION CORPORATION I (adopted by special resolution dated 23 March 2021 and effective on 23 March 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Indemnity Agreement, dated March 23, 2021, between the Company and James R. Blake (incorporated herein by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and James R. Blake (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

Indemnity Agreement, dated March 23, 2021, between the Company and Karen L. Finerman (incorporated herein by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 23, 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and Karen L. Finerman (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie

Underwriting Agreement, dated March 23, 2021, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters (incorporated herein by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 1.1 25,000,000 Units Disruptive Acquisition Corporation I UNDERWRITING AGREEMENT March 23, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?),

Disruptive Acquisition Corporation I Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Disruptive Acquisition Corporation I Announces Pricing of $250 Million Initial Public Offering AUSTIN, Texas?Disruptive Acquisition Corporation I (the ?Company?) announced today that it priced its initial public offering of 25,000,000 units at $10.00 per unit. The units are expected to be listed on The Nasdaq Capital Market (?Nasdaq?) and trade under the ticker symbol ?DISAU? beginnin

Investment Management Trust Agreement, dated March 26, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 26, 2021 by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-

Private Placement Warrants Purchase Agreement, dated March 26, 2021, between the Company and Disruptive Acquisition Sponsor I, LLC (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 23, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (t

Registration Rights Agreement, dated March 26, 2021, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 26, 2021, is made and entered into by and among Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signa

Disruptive Acquisition Corporation I $250,000,000 25,000,000 Units

424B4 1 dp148327424b4.htm FORM 424B4 Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-253971 PROSPECTUS Disruptive Acquisition Corporation I $250,000,000 25,000,000 Units Disruptive Acquisition Corporation I is a blank check company, newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorg

- FORM 8-A12B

8-A12B 1 dp1476448a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DISRUPTIVE ACQUISITION CORPORATION I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S

[Signature page follows]

March 22, 2021 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporate Finance 100 F. Street, NE Washington, D.C. 20549 Attn: Pamela Howell Re: Disruptive Acquisition Corporation I Registration Statement on Form S-1 Filed March 8, 2021, as amended March 17, 2021 and March 18, 2021 File No. 333-253971 Dear Ms. Howell: Pursuant to Rule 461 of the General Rules and Regulations under the

Disruptive Acquisition Corporation I 1925 Century Park East, Suite 1700 Los Angeles, CA 90067

Disruptive Acquisition Corporation I 1925 Century Park East, Suite 1700 Los Angeles, CA 90067 March 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-253971), filed with the Securities and Exchange Commission on March 18, 2021).

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the C

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on March 18, 2021. Registration No. 333-253971 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Disruptive Acquisition Corporation I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdic

* * *

CORRESP 1 filename1.htm New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax VIA EDGAR March 18, 2021 Re: Disruptive Acquisition Corporation I Registration Statement on Form S-1 Filed March 8, 2021, as amended File No. 333-253971 Ms. Pam Howell Division of

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on March 17, 2021. Registration No. 333-253971 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Disruptive Acquisition Corporation I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdi

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units Disruptive Acquisition Corporation I UNDERWRITING AGREEMENT [?], 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), agree

Form of Code of Ethics.

Exhibit 14.1 DISRUPTIVE ACQUISITION CORPORATION I CODE OF BUSINESS CONDUCT AND ETHICS Effective [?], 2021 I. Introduction The Board of Directors (the ?Board?) of Disruptive Acquisition Corporation I has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the e

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fi

Form of Private Placement Warrants Purchase Agreement between the Registrant and Disruptive Acquisition Sponsor I, LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (the ?P

Securities Subscription Agreement between the Registrant and DTA Master, LLC, dated as of December 30, 2020.

Exhibit 10.7 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this ?Agreement?), effective as of December 30, 2020, is made and entered into by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and DTA Master, LLC, a Delaware limited liability company (the ?Buyer?). RECITALS: WHEREAS, the Buyer wishes to subscribe for an a

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF DISRUPTIVE ACQUISITION CORPORATION I (adopted by special resolution dated [*] 2021 and effective on [*] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF DISRUPT

Consent of James R. Blake.

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Disruptive Acquisition Corporation I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of D

Form of Letter Agreement among the Registrant, Disruptive Acquisition Sponsor I, LLC and each of the officers and directors of the Registrant.

Exhibit 10.1 [ ? ], 2021 Disruptive Acquisition Corporation I 1925 Century Park East, Suite 1700 Los Angeles, California 90067 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into between Disruptive Acquisition Corporation I, a Cayman Islands exempt

Form of Administrative Services Agreement between the Registrant and Disruptive Acquisition Sponsor I, LLC.

Exhibit 10.8 DISRUPTIVE ACQUISITION CORPORATION I 1925 Century Park East, Suite 1700 Los Angeles, California 90067 [?], 2021 Disruptive Acquisition Sponsor I, LLC 1925 Century Park East, Suite 1700 Los Angeles, California 90067 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Disruptive Acquisition Corporation I (the ?Company?) and

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DISRUPTIVE ACQUISITION CORPORATION I Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the r

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS, the C

Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 333-253971) filed with the SEC on March 8, 2021)

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] DISRUPTIVE ACQUISITION CORPORATION I UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the

Promissory Note issued to Disruptive Acquisition Sponsor I, LLC, dated as of December 30, 2020.

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Karen L. Finerman.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Disruptive Acquisition Corporation I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of D

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units Disruptive Acquisition Corporation I UNDERWRITING AGREEMENT [?], 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As Representative of the Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), agree

Form of Indemnity Agreement.

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between DISRUPTIVE ACQUISITION CORPORATION I, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Specimen Ordinary Share Certificate.

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] DISRUPTIVE ACQUISITION CORPORATION I CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), transferable on the books of the Company in per

Form of Registration Rights Agreement among the Registrant, Disruptive Acquisition Sponsor I, LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the ?Company?), Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Disruptive Acquisition Corporation I THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Disruptive Acquisition Corporation I 1 The name of the Company is Disruptive Acquisition Corporation I 2 The Registe

Consent of Galen C. Smith.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Disruptive Acquisition Corporation I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of D

Registration Statement - FORM S-1

As filed with the U.S. Securities and Exchange Commission on March 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Disruptive Acquisition Corporation I (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or

-

As confidentially submitted to the U.S. Securities and Exchange Commission on January 15, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECU