Financial Performance and Proceeds - The company generated no revenues to date and does not expect to generate operating revenues until the consummation of its initial business combination[18]. - On December 19, 2025, the company completed its initial public offering of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000[19]. - The company also sold 4,000,000 private placement warrants at $1.50 per warrant, generating an additional $6,000,000 in gross proceeds[19]. - An aggregate amount of $230,000,000 from the public units and a portion of the private placement proceeds was placed in a trust account, to be held until the completion of a business combination or distribution to shareholders[19]. - The company has available funds for a business combination amounting to $220.2 million, assuming no redemptions and after payment of up to $9.8 million in deferred underwriting fees[53]. Business Strategy and Focus - The company intends to focus on established businesses with meaningful revenues and strong fundamentals, prioritizing those with demonstrated scalability and commercial viability[33]. - Target businesses should have strong free cash flow potential, with predictable and recurring revenue models[34]. - The company aims to pursue sectors benefiting from secular growth drivers, including AI, automation, and financial technology platforms[38]. - The company intends to focus its search for an initial business combination on American companies in the defense, logistics, transportation, technology, and AI sectors[57]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private investment funds[59]. Acquisition Process and Due Diligence - The management team has extensive experience in identifying and evaluating potential business combinations, although there is no guarantee of success[31]. - The acquisition process will involve due diligence, including meetings with management, document reviews, and financial assessments[40]. - The company is not prohibited from pursuing business combinations with affiliated companies, provided an independent valuation opinion is obtained[42]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price initially anticipated to be $10.00, based on the amount in the trust account[80]. - The company may conduct redemptions without a shareholder vote, but will seek shareholder approval if required by law or stock exchange rules[68]. - A quorum for shareholder meetings requires at least one third of issued and outstanding shares to be represented, with a simple majority needed for approval of the initial business combination[86]. - If shareholder approval is not required, the company may conduct redemptions under the tender offer rules, which must remain open for at least 20 business days[87]. - The company will cease operations and redeem public shares if it cannot complete the initial business combination within the completion window[101]. Risks and Challenges - The company may face risks associated with a lack of business diversification, as it intends to focus on a single industry for its initial business combination[64]. - The company may face significant dilution of Class A ordinary shares due to potential anti-dilution provisions related to Class B shares, which could impact shareholder value[145]. - Military conflicts and geopolitical conditions may adversely affect the company's ability to consummate initial business combinations[138]. - The company may face significant competition for business combination opportunities from well-established entities with greater financial resources[167]. - The company may face bankruptcy or insolvency risks that could reduce the per-share amount received by shareholders during liquidation[178]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million[50]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain revenue and market value thresholds are met[51]. - The company is subject to the rules and regulations promulgated under the Exchange Act and has no current intention of suspending its reporting obligations[125]. - The SEC's new rules require additional disclosures related to SPAC business combinations, which may impact operational efficiency[180]. Share Structure and Dilution - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 180 million available for issuance immediately after the IPO[211]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could dilute existing shareholders' interests[210]. - The potential issuance of equity securities could dilute the interests of existing shareholders significantly[214]. - The company’s founder shares will convert automatically upon the consummation of the initial business combination, impacting the overall share structure[213]. Trust Account and Redemption Process - The trust account funds will initially be held in U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds[192]. - The company does not guarantee that the redemption price will remain at $10.00 per share due to various risks[112]. - If the initial business combination is not completed by December 19, 2027, the company will redeem all public shares at the redemption price[115]. - The redemption process will be subject to limitations under Regulation M under the Exchange Act[115]. Management and Governance - The company will pay a monthly fee of $10,000 to its Sponsor for secretarial and administrative services until the completion of its initial business combination or liquidation[119]. - The company currently has two officers who will devote necessary time to affairs until the initial business combination is completed[120]. - Holders of Class B ordinary shares have exclusive voting rights on the appointment of directors, classifying the company as a "controlled company" under NASDAQ rules[215].

Financial Performance - The company reported a net loss of $31,329 for the period from July 15, 2025, through September 30, 2025, primarily due to general and administrative costs [111]. - The company incurred net cash used in operating activities of $12,416 during the reporting period [115]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [110]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 19, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit [113]. - An additional 4,000,000 Private Placement Warrants were sold at $1.50 per warrant, generating gross proceeds of $6,000,000 [113]. - Total transaction costs incurred during the Initial Public Offering amounted to $14,382,754, including $3,815,060 in cash underwriting fees [114]. - The underwriters received a cash underwriting discount of $4,000,000 upon the closing of the Initial Public Offering, with a deferred underwriting discount of $9,800,000 payable upon the completion of the initial Business Combination [123]. Future Financing and Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [116]. - The company may need additional financing to complete its Business Combination or to address potential redemptions of public shares [119]. - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2025 [120].

Group 1: Vine Hill Capital Investment II - Vine Hill Capital Investment II raised $200 million by issuing 20 million units at $10 each, exceeding the initial expectation by 2.5 million units [2] - Each unit consists of one common share and one-third of a warrant with an exercise price of $11.50 [2] - The company plans to invest in sectors including industrial, technology, transportation, automotive, logistics, packaging, fintech, digital assets, and AI infrastructure [2] Group 2: American Drive Acquisition - American Drive Acquisition completed a $200 million IPO by issuing 20 million units at $10 each, with each unit containing one common share and one-third of a warrant priced at $11.50 [6] - The SPAC is led by CEO Anthony Eisenberg, who is also a director at other SPACs [7] - The focus areas for investment include defense, logistics, technology, and artificial intelligence [7] Group 3: HAMA Intelligence - HAMA Intelligence submitted a new IPO application to raise up to $7 million, after previously withdrawing an application [9] - The company plans to issue 1.1 million shares at a price range of $5 to $7, targeting a market capitalization of $121 million [9][10] - HAMA Intelligence provides a range of business services, including accounting and compliance consulting [9] Group 4: Proem Acquisition I - Proem Acquisition I filed for an IPO to raise up to $130 million by issuing 13 million units at $10 each [11] - Each unit will include one common share and one-third of a warrant with an exercise price of $11.50 [11] - The SPAC is led by CEO Imran Khan, who has a background in e-commerce and strategic roles in other companies [11][12]

Core Points - American Drive Acquisition Company has priced its initial public offering (IPO) at $10.00 per unit, with a total of 20,000,000 units being offered [1] - The units will be listed on the Nasdaq Global Market under the ticker symbol "ADACU" starting December 18, 2025, and the offering is expected to close on December 19, 2025 [1] - Each unit consists of one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at $11.50 [1] Company Focus - The Company intends to pursue business combinations across various sectors but will primarily focus on American companies in defense, logistics, transportation, technology, and AI [2] - The management team aims to leverage its global relationships and sector expertise to identify and operate beneficial business opportunities [2] Underwriting and Prospectus - Cantor Fitzgerald & Co. is the sole book-running manager for the offering and has a 45-day option to purchase an additional 3,000,000 units to cover over-allotments [3] - The public offering is being conducted solely through a prospectus, which will be available from Cantor Fitzgerald & Co. [4]

Table of Contents As filed with the Securities and Exchange Commission on December 4, 2025 Registration No. 333-290625 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 American Drive Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1873976 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Numb ...

As filed with the Securities and Exchange Commission on October 24, 2025 Registration No. 333-290625 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Anthony Eisenberg Chief Executive Officer 1050 Connecticut Ave. NW, Suite 500 Washington, D.C. 20036 Tel: (248) 890-7200 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Drive Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-187 ...

Table of Contents As filed with the Securities and Exchange Commission on September 30, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Dynamism Acquisition Company (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1873976 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...