UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging 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 8.01. | Other Events |
On February 4, 2026, Dauch Corporation, a Delaware corporation (the “Company”), released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding the admission of shares of the Company’s common stock, par value $0.01 per share, to the equity shares (international commercial companies secondary listing) category of the Official List of the U.K. Financial Conduct Authority (the “FCA”) and to trading on the main market for listed securities of London Stock Exchange plc in connection with the previously disclosed terms of the Company’s acquisition (the “Business Combination”) of the entire issued and to be issued share capital of Dowlais Group plc, a public limited company incorporated in England and Wales (“Dowlais”).
A copy of the RNS Announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | RNS Announcement, dated February 4, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K, and the documents incorporated by reference into this Current Report on Form 8-K, contain statements concerning the Company’s expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i) adverse effects on the market price of the Company’s or Dowlais’s operating results; (ii) the effect of the announcement or completion of the Business Combination on the Company’s or Dowlais’s business relationships, operating results and business generally; (iii) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (iv) business and management strategies and the expansion and growth of the operations of the Company or the Dowlais; and (v) the effects of government regulation on the business of the Company or Dowlais. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect the Company’s future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” “target,” and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or the Company’s management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties related to the Company include factors detailed in the reports the Company files with the Securities and Exchange Commission, including those described under “Risk Factors” in its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. It is not possible to foresee or identify all such factors and the Company makes no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| DAUCH CORPORATION | ||
| Date: February 4, 2026 | By: | /s/ Christopher J. May |
| Christopher J. May | ||
| Executive Vice President & Chief Financial Officer | ||
Exhibit 99.1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
4 February 2026
DAUCH CORPORATION
COMPLETION OF LISTING
Further to Dauch Corporation’s (“Dauch”) announcement on 30 January 2026 in connection with the FCA’s approval of and the publication of a prospectus in relation to Admission (the “Prospectus”), Dauch is pleased to announce that all of the issued Company Shares (including the New Company Shares), consisting of 235,668,048 shares of common stock with a par value of $0.01 each, have been admitted to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market of the London Stock Exchange under the ticker “DCH”, effective from 8:00 a.m. (UK time) today.
Further, it is expected that the New Company Shares, consisting of 116,971,627 shares of common stock with a par value of $0.01 each, will also be admitted to the New York Stock Exchange under the ticker “AXL” with effect from 9:30 a.m. (New York City time) today. The New York Stock Exchange ticker will change to “DCH” on 5 February, 2026.
Capitalised terms used in this announcement, unless otherwise defined, have the meanings given to them in the Prospectus.
Enquiries
Dauch
| David H. Lim, Head of Investor Relations | +1 (313) 758-2006 |
| Christopher M. Son, Vice President, Marketing & Communications | +1 (313) 758-4814 |
| J.P. Morgan (Exclusive financial adviser to Dauch) | |
| Ian MacAllister / Michael Murphy | +1 (212) 270 6000 |
| Robert Constant / Jonty Edwards | +44 (0) 203 493 8000 |
| FGS Global (PR adviser to Dauch) | |
| Charlie Chichester / Rory King | +44 20 7251 3801 |
Allen Overy Shearman Sterling LLP is acting as legal adviser to Dauch.
Forward Looking Statements
This announcement includes forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target”, “believe”, “expect”, “aim”, “intend”, “may”, “anticipate”, “estimate”, “plan”, “project”, “will”, “can have”, “likely”, “should”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s and/or the Combined Group’s business, results of operations, financial position, prospectus, growth, strategies and the industry in which it operates. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Save as required by law or by the UK Listing Rules of the FCA, each of the Company, Dowlais and J.P Morgan and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Forward-looking statements speak only as of the date they are made.
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