Daedalus Special Acquisition Corp.

This filing establishes the trust account value, the per-share redemption amount, the deadline for a business combination, and the sponsor's lock-up and forfeiture terms. It provides the baseline for all future redemption calculations and deal progress. The company disclosed its initial focus on AI-powered consumer apps.

Open-market share acquisition by a Co-CEO and director during the SEARCHING phase may signal management’s internal view of the current price relative to the $10.2 trust floor, but because the shares were bought on the secondary market, the transaction does not fund a prospective target, does not affect the pro rata trust distribution mechanics upon redemption, and does not contractually bind the trustee or board to alter the 2027-12-10 deadline. Investors monitoring sponsor conduct will treat this as discretionary personal capital deployment rather than a structural or financing development affecting the redemption calendar or deal trajectory.

This filing establishes all key SPAC mechanics: trust value of $10.00 per share, 24-month deadline, founder share dilution (sponsor paid ~$0.003 per share vs public $10.00), sponsor incentives to complete a deal (founder shares and private placement units worthless if no deal), redemption rights, and the ability to extend with shareholder vote. It also outlines the initial focus on consumer AI and the management team's background. Investors need this to evaluate the SPAC's terms before deciding to participate in the IPO.

This filing provides the first comprehensive disclosure for the DSAC IPO, including details on the trust account ($10.00 per public share), redemption rights, 24-month deadline (extendable by shareholder vote), sponsor compensation ($25,000 for founder shares, $3.85 million for private placement units by Daedalus Special Acquisition LLC, and $2 million by BTIG), management team (led by Husnu Akin Babayigit and Orkun Kilic), and business strategy focusing on consolidating consumer AI companies. It is essential for investors evaluating the IPO and for tracking sponsor commitments, lock-up provisions, and potential conflicts of interest.

The S-1 provides all material information for investors evaluating the SPAC IPO: redemption rights, trust per-share value, dilution schedule, sponsor economics, risk factors, and the investment focus on Consumer AI. It also details the potential conflicts of interest and the sponsor's incentives. This is the foundational disclosure document for the offering.

What changed: Schedule 13G Joint Filing Agreement (Exhibit 99.1) filed pursuant to Rule 13d-1(k), establishing a joint acquisition statement on behalf of J. Goldman & Co LP, J. Goldman Capital Management, Inc., and Jay G. Goldman. The filing does not modify any redemption deadlines, trust account accounting, extension mechanisms, or announced business combination progress for Daedalus Special Acquisition Corp. It creates a joint reporting protocol so that future amendments to their respective 13G positions will be submitted collectively, while each signatory retains independent liability for the completeness and accuracy of their own disclosed holdings as of February 17, 2026. Why it matters: For investors tracking capital deployment mechanics and sponsor conduct, this confirms a shared administrative conduit among Goldman-linked vehicles but introduces no shifts in voting concentration, tender thresholds, or deal timelines. The document contains no assertions regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or executive personnel. No management representatives, financial advisors, or third parties are quoted as sources of claims. Because no operational figures or performance metrics are cited, the filing serves purely procedural purposes: it clarifies future disclosure logistics without altering the underlying SPAC search parameters or investor protection framework.

What changed: A Joint Filing Agreement (Exhibit 99.1) submitted as part of a Schedule 13G beneficial ownership report, filed jointly by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross pursuant to SEC Rule 13d-1(k). The provided excerpt contains only the procedural acknowledgment of joint filing responsibility and omits the Schedule 13G body entirely. It discloses no share counts, acquisition dates, percentage ownership, or transaction prices. Consequently, it effects no alteration to redemption deadlines, trust value calculations, extension mechanisms, target acquisition progress, or sponsor conduct. Why it matters: This filing does not modify the SEARCHING phase timeline, trigger trust payout adjustments, or supply evidence of a merger vote or business combination negotiation. Its sole substantive function is to designate these three parties as co-reporting holders legally bound to maintain the timeliness and accuracy of their combined disclosures. Without the accompanying ownership percentages or purchase history included elsewhere in the full Schedule 13G, investors cannot measure capital concentration, recalibrate redemption windows, or evaluate dealer-sponsor alignment based on this document alone.

What changed: SEC Form 4 insider ownership report filed by director and Co-Chief Executive Officer Babayigit Husnu Akin. The filing explicitly states 'No non-derivative transactions or holdings reported,' indicating zero movement in common stock, warrants, options, or convertible instruments through the reporting date of 2026-01-27. It attributes to Mr. Akin the title of director, Co-Chief Executive Officer, and 10% owner. The submission contains no references to trust account revaluation, redemption price recalculations, deadline amendments, business combination voting schedules, or extension mechanics. Regarding other substance, the document makes no claims about prospective customers, revenue streams, total addressable market sizing, commercial strategy, proprietary technology, partnership agreements, pending or threatened litigation, or material executive personnel changes beyond the already-reported corporate titles and 10% ownership attribution. Why it matters: Because the report records no insider equity adjustments by a co-leader designated as a 10% holder, it introduces no new share supply, discount-to-trust signals, or sponsorship commitment shifts that would influence redemption behavior or financing contingencies ahead of the search phase expiration. The complete absence of operational, financial, or strategic disclosures leaves trust value parameters, extension timelines, and target evaluation progress entirely unchanged. Investors monitoring sponsor conduct will note the static holding pattern but cannot derive actionable capital deployment or liquidity preferences from this zero-activity filing. Future form filings, registration statements, or proxy materials will be required to update the redemption calendar, trust distribution schedule, or deal completion probability.

What changed: A Form 8-K Current Report accompanied by a press release (Exhibit 99.1) announcing the separate trading date for the registrant’s IPO units. Daedalus announced that, commencing January 29, 2026, holders of its units may elect to separately trade the Class A ordinary shares and warrants. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. The company stated that no fractional warrants will be issued upon separation and only whole warrants will trade. Holders must have their brokers contact Continental Stock Transfer & Trust Company to effect the split. Unseparated units continue under 'DSACU'; separated shares and warrants trade under 'DSAC' and 'DSACW'. Registration statements were declared effective on December 8, 2025. This is a standard mechanical post-IPO event and does not modify the fund's redemption timeline or trust value. Why it matters: The filing provides the operational trigger for investors to trade the $11.50-warrant component independently ahead of any business combination vote. Attributed strategy from the attached press release indicates a primary focus to 'build a diversified portfolio of profitable AI-powered consumer apps,' while allowing combinations in any business or industry. Corporate leadership is represented by Co-Chief Executive Officer Orkun Kilic, who signed the report, and Nimika Karadia is listed as the contact at 50 Sloane Avenue, London SW3 3DD.

What changed: A Form 4 insider ownership report filed by Daedalus Special Acquisition Corp., documenting the securities positions of director and Co-Chief Executive Officer Kilic Orkun. According to the filing dated 2026-01-27, reporting person Kilic Orkun reported zero non-derivative transactions or holdings adjustments. As a documented 10% owner, Orkun executed no purchases, sales, conversions, or exercises of rights during the reporting window, leaving his registered share count and derivative instruments completely unchanged. No shifts occurred in executive disposition or sponsor alignment metrics for this cycle. Why it matters: For investors tracking redemption mechanics, trust distributions, extension viability, and sponsor conduct, the certified absence of insider trading confirms that a 10% owner maintained static equity exposure during this period. The document contains no statements concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel beyond the listed titles. By formally recording inactivity from a principal equityholder, the filing removes uncertainty regarding undisclosed liquidity events or quiet position trimming, allowing participants to model the ongoing SEARCHING phase and associated deadline against a confirmed baseline of unchanged insider alignment without introducing new operational or financial variables.

What changed: Form 4 insider ownership report. Per the SEC filing, Daedalus Special Acquisition LLC—a 10% owner—submitted a routine compliance exhibit documenting zero non-derivative transactions or holdings changes. No insider purchases, sales, exercises, or transfers occurred. This static disclosure confirms the sponsor maintained its equity position without altering the capital structure, leaving the trust value at the stated $10.2 per share and imposing no mechanical impact on the 2027-12-10 redemption deadline or active target search window. Why it matters: For investors tracking sponsorship behavior and liquidity dynamics, the absence of reported activity establishes a verified baseline. According to the submission, the sponsor neither accumulated nor liquidated shares on the secondary market, which eliminates near-term speculation about hidden distribution, targeted option/warrant exercises ahead of a business combination, or unintended dilution that could affect Additional Redemption Rights (ARR) thresholds. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it solely certifies the continuity of existing ownership contours through the remainder of the SPAC lifecycle.

What changed: A quarterly report on Form 10-Q for the period ended September 30, 2025, filed by Daedalus Special Acquisition Corp. (a blank-check company) on January 20, 2026. The filing, filed after the SPAC's December 10, 2025 IPO, confirms the IPO was consummated: 25,000,000 units sold at $10.00, with $250,000,000 deposited in the trust account ($10.00 per share). The trust value is $250,000,000. Transaction costs were $14,449,003. The filing also discloses a subsequent event: the sale of 115,000 founder shares to directors and the CFO for $375 on December 8, 2025, an update to the previously reported founder share issuance. The promissory note of $171,939 to the sponsor has been fully repaid. No target, merger agreement, or extension was disclosed. The company has a 24-month completion deadline from the IPO date (December 10, 2025). Why it matters: This is the first detailed financial report since the SPAC's IPO, providing baseline trust value, share count, and sponsor commitments. It confirms standard terms for a $250M, 24-month SPAC, including a $10.00 trust and lock-up provisions. The issuance of founder shares to directors and CFO just before the IPO at a nominal price provides context on sponsor/director economics. The filing is materially informative for establishing the yardstick for future redemption values and deal progress.

What changed: Joint Filing Agreement (Exhibit A) accompanying a Schedule 13G beneficial ownership report dated December 16, 2025. The filing makes no adjustments to redemption deadlines, trust value per share, extension timelines, target acquisition progress, or sponsor conduct. It solely records that Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong have agreed to submit a single Schedule 13G on behalf of all named holders pursuant to Rule 13d-1(k). Why it matters: It establishes the joint reporting structure among the listed entities and individuals, designating Saul Ahn as the authorized signatory and attorney-in-fact for Siu Min Wong based on a Power of Attorney dated June 10, 2019 originally referenced in a Haymaker Acquisition Corp II disclosure. Because the text contains only signature execution and joint-filing consent, it carries no weight for investors tracking DSAC’s December 10, 2027 liquidation window or any pending merger vote. Its materiality is confined to regulatory ownership transparency.

What changed: A Form 8-K Current Report (Items 8.01 and 9.01) and accompanying Exhibit 99.1, an audited balance sheet, reporting the consummation of the initial public offering and private placement. Mechanics reported by the Company: On December 10, 2025, the Company closed its IPO of 25,000,000 Units at $10.00 per Unit, generating $250,000,000 in gross proceeds, including 2,500,000 Units from a partial exercise of the underwriters’ over-allotment option. Simultaneously, the Company completed a private placement of 685,000 Private Units to Daedalus Special Acquisition LLC (the “Sponsor”) and BTIG, LLC at $10.00 per unit for $6,850,000. Of those, the Sponsor purchased 435,000 Private Units and BTIG purchased 250,000 Private Units. As of December 10, 2025, the Company deposited $250,000,000 of net proceeds into a trust account, an amount that included $8,750,000 in deferred underwriting commissions. The Company’s completion window expires 24 months after the IPO closing, establishing a December 10, 2027, redemption deadline. Public shareholders are entitled to redeem shares at a per-share price equal to the trust deposit plus accrued interest, less taxes payable, with the Company stating the initial anticipated amount is $10.00 per public share. If no business combination occurs within the window, the Company will redeem shares within ten business days using trust funds, deducting up to $100,000 for dissolution expenses. The Sponsor holds 8,625,000 Class B ordinary shares issued for a $25,000 payment, with 291,667 shares subject to forfeiture following the over-allotment exercise. The Sponsor and directors waived redemption and liquidation rights for founder shares, while each whole warrant (6,250,000 Public and 171,250 Private) grants a right to purchase a share at $11.50. Public warrants vest 30 days post-business combination or 12 months post-IPO. The underwriters were paid a $5,000,000 cash discount ($0.20 per Unit) and hold an $8,750,000 deferred commission ($0.35 per Unit), with $0.10 per Unit payable from post-redemption trust balances and $0.05 per Unit allocable to non-participating FINRA members. The Company pays the Sponsor $10,000 monthly for administrative services. Remaining Substance reported by the Company: The Company’s management retains broad discretion over proceeds but targets acquisitions with a fair market value of at least 80% of the net trust balance (excluding deferred underwriting fees and taxes), requiring post-transaction control of 50% or more of the target. The Company has selected no target and has engaged in no substantive discussions with any prospective acquisition candidate as of December 10, 2025. Formation and administrative expenses totaled $113,023, resulting in a net loss of $(113,023). Outside the trust, the Company held $1,212,934 in cash and $1,062,974 in working capital, supporting management’s assessment of a one-year liquidity runway. Working capital loans of up to $1,500,000 remain available from the Sponsor or officers, convertible into private placement-equivalent units at $10.00 per unit. The Company cites geopolitical and regulatory risks to its search process, including the Russia-Ukraine conflict, Israel-Hamas conflict, NATO deployments, cross-border sanctions, potential U.S. congressional policy shifts, tariff implementations, unemployment, immigration, healthcare, taxation, inflation, supply chain disruptions, and cyber-attacks. Three directors and the CFO received membership interests in the Sponsor corresponding to 115,000 founder shares, carrying a $686,000 aggregate value ($5.97 per share), though no stock-based compensation expense has been recognized per accounting guidance because a business combination is not yet probable. Orkun Kilic executed the filing in his capacity as Co-Chief Executive Officer and Director. CBIZ CPAS P.C. served as the independent auditor for the balance sheet. Why it matters: According to the Company’s disclosures, this filing anchors the structural terms governing public shareholder exit options and capital deployment timelines. The fixed December 10, 2027, completion window creates a binary horizon where redemptions are priced strictly against trust account accumulation before any deal-specific premiums enter the equation. By capping founder share forfeiture adjustments and locking the $11.50 warrant strike alongside a $18.00 call-price trigger, the economics delineate explicit leverage points for secondary market participants evaluating post-IPO volatility. The 80% net-trust-floor acquisition mandate prevents speculative micro-cap targets, implying a minimum combined enterprise scale that influences underwriting risk models. Meanwhile, the documented $113,023 historical burn rate against $1,212,934 in untrapped cash supports the sponsor’s representation of adequate runway to execute a search without dilutive interim financings. Because the Company confirms zero target engagements or negotiations as of the balance sheet date, material value realization hinges entirely on the sponsor’s subsequent announcement velocity, the contingent $8,750,000 deferred underwriting payout structure, and any forthcoming board resolutions to extend the completion window beyond the statutory 24-month limit.

What changed: Joint Filing Agreement pursuant to Rule 13d-1(k) submitted as an exhibit to a Schedule 13G beneficial ownership report. This document records that Daedalus Special Acquisition LLC (through Co-Managers Husnu Akin Babayigit and Orkun Kilic) and the individual signatories Babayigit and Kilic have agreed to jointly file Schedule 13G statements regarding their beneficial ownership of Daedalus Special Acquisition Corp.’s ordinary shares, par value $0.0001 per share. Regarding SPAC mechanics: no amendments to the December 10, 2027 redemption deadline, the $10.2 per-share trust value, extension mechanisms, or target-deal progress are reported. The filing confirms only that each signing party accepts sole responsibility for the accuracy and completeness of information concerning their own holdings, while expressly disavowing liability for the other parties’ data. Outside of this administrative arrangement, the document contains no substance regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel actions beyond identifying Babayigit and Kilic as Co-Managers of the holding entity and listing their signatures dated December 15, 2025. Why it matters: As a procedural compliance instrument, this agreement clarifies how three related insiders are sharing SEC reporting obligations for their aggregate stake, which helps investors map sponsor cohesion and potential voting alignment during the SEARCHING phase. Because it neither adjusts the redemption timeline, trust distribution mechanics, nor signals a pending acquisition or extension vote, it does not materially alter capital allocation calculus. Tracking these joint filers remains relevant for future transparency: if affiliated entities shift positions, the single 13G umbrella reduces disclosure fragmentation, and any subsequent amendment will cleanly reflect coordinated ownership before a target announcement or deadline action occurs.