DSAC SEC filings, in plain English
Everything Daedalus Special Acquisition Corp. has filed with the SEC that we hold — 33 filings, newest first, 30 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026. Trust account grew to $255.0M ($10.20 per share vs $10.02 at year-end) due to $4.5M interest income. Sponsor forfeited 291,667 Class B shares after over-allotment expiration. Over-allotment liability expired, generating a $77k gain. Cash burn of $425k used in operations; working capital $664k. Going concern disclosure added due to limited cash to sustain operations for one year. No business combination announced; still searching. Why it matters: Trust value per share increased above IPO price, benefiting redeeming shareholders. Going concern risk suggests urgency to find a deal or extend deadline. Forfeiture of over-allotment shares reduces potential dilution. Expiration of over-allotment liability removes a contingent obligation. These factors affect redemption timing, trust value, and sponsor alignment.
What changed vs 2026-05-12trust $252.8M → $255.0M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $252.8M$255.0M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $2,251,459 was added to the trust between the two filings.
The clause …“assets 739,520 1,141,630 Non-current assets Cash and marketable securities held in Trust Account 255,013,216 250,535,814 Prepaid expenses – non-current 30,683 65,695 Total non-current assets 255,043,899 250,601,509 Total Assets $”…
The clause …“in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of June 30, 2026, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is”…
The clause “300,000,000 shares authorized; 685,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) 69 69 Class B Ordinary Shares, $ 0.0001 par value; 30,000,000 shares authorized; 8,333,333 and 8,625,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — Amended Schedule 13G, a beneficial ownership report filed jointly by J. Goldman & Co LP, J. Goldman Capital Management, Inc., and Jay G. Goldman. As identified, this amended regulatory form registers a post-filing update but discloses no share quantities, acquisition dates, voting or dispositive power allocations, or amendment reason codes. Bearing on SPAC mechanics, it contains no language altering redemption triggers, the documented $10.2 per-share trust balance, the 2027-12-10 liquidation deadline, extension procedures, target due-diligence status, or founder/sponsor conduct. Because the excerpt includes zero operational disclosures, it also reports nothing regarding customers, revenue streams, addressable markets, strategic priorities, proprietary technology, partnership commitments, active litigation, or executive team movements. Why it matters: Schedule 13G/A submissions typically catalog quarterly position maintenance, correction entries, or post-acquisition reporting standardization rather than active capital deployment or shareholder exit pressure. Without the complete filing detailing exact share counts, whether any reporting entity crossed or declined past the 5% beneficial ownership threshold, or whether voting agreements were modified, the submission does not recalibrate investor modeling for the $10.2 trust reserve or the 2027-12-10 expiration window. Monitoring the full SEC entry will clarify whether Goldman-affiliated capital has shifted board alignment dynamics or remains administratively unchanged ahead of any forthcoming proxy campaign or tender offer.
What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2026. Trust value per share rose from $10.02 to $10.11 due to $2.2M interest income; over-allotment option expired, generating $77,000 gain and forfeiture of 291,667 Class B sponsor shares; cash decreased from $1.07M to $0.774M; net income of $2.03M; going concern uncertainty raised; no target identified or substantive discussions occurred. Why it matters: The trust per share increase is positive for redemption value, but the going concern warning signals the company may lack liquidity to operate for another year without a business combination, increasing pressure on the sponsor to complete a deal before the 24-month deadline (December 2027). Sponsor forfeiture reduces dilution risk.
What changed vs 2026-01-20going concern APPEAREDgoing-concern doubt, trust account, redeemable shares1 moved · 2 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$252.8M
- Redeemable shares
- not previously extracted25.0M
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of March 31, 2026, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is”…
The clause …“assets 908,162 1,141,630 Non-current assets Cash and marketable securities held in Trust Account 252,761,757 250,535,814 Prepaid expenses – non-current 48,189 65,695 Total non-current assets 252,809,946 250,601,509 Total Assets $”…
The clause “300,000,000 shares authorized; 685,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) 69 69 Class B Ordinary Shares, $ 0.0001 par value; 30,000,000 shares authorized; 8,333,333 and 8,625,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Daedalus Special Acquisition Corp., a blank-check SPAC in searching status. First annual report filed post-IPO. Key changes: (1) IPO closed December 10, 2025 with 25,000,000 units sold at $10.00 generating gross proceeds of $250,000,000. Underwriters partially exercised their over-allotment option, purchasing 2,500,000 additional units. (2) Simultaneous private placement of 685,000 units to sponsor and BTIG closed for $6,850,000. (3) $250,000,000 deposited in trust account; trust per-share value as of Dec 31, 2025 is $10.02 (including interest). (4) Sponsor initially held 8,625,000 founder shares; subsequent to year-end, 291,667 shares forfeited when over-allotment option expired unexercised, leaving sponsor with 8,333,333 founder shares. (5) Units began trading on Nasdaq Dec 9, 2025; separate trading of Class A shares and warrants began Jan 29, 2026. (6) Net income of $370,459 for the period from inception (Aug 7, 2025) through Dec 31, 2025. (7) Management discloses a strategy focused on acquiring and scaling a consumer AI company; no target selected or substantive discussions initiated. (8) Independent directors appointed: Debra Schwartz, Bedii Can Yücaoğlu, Sean Davey Ryan. Why it matters: Establishes baseline trust value ($10.02 per share, slightly above IPO price due to interest) and confirms the 24-month deadline to complete a business combination (December 10, 2027). The filing provides the first detailed look at sponsor economics: sponsor paid ~$0.003 per founder share, holds 24.5% of post-IPO shares, and has significant incentive to complete a deal. The IPO is fresh, so there is no pending deal risk yet, but the 24-month clock is now running. The filing also contains extensive risk factor and conflict-of-interest disclosures around the sponsor's low-cost basis and the management team's other obligations. The strategy announcement (consumer AI focus) is the first concrete indication of sector targeting. No warrants were exercised during the period.
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.
What changed: Form 8-K reporting the consummation of the initial public offering (IPO) of Daedalus Special Acquisition Corp. on December 10, 2025, including entry into underwriting, warrant, trust, registration rights, private placement, indemnity, and administrative services agreements, and amendments to its charter. The SPAC completed its IPO of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000 (including partial exercise of over-allotment). $250,000,000 was deposited into the trust account. Sponsor and BTIG purchased 685,000 private placement units for $6,850,000. Sponsor will forfeit a portion of Founder Shares due to partial over-allotment exercise. The trust per share is $10.00. Deadline is 24 months from IPO closing (December 10, 2027). No business combination target has been identified. Why it matters: 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.
What changed: Form 4 — insider ownership report. This is a Form 4 insider ownership report. Per the filing, Kilic Orkun (stated as a director, Co-Chief Executive Officer, and 10% owner) acquired 435,000 shares via open-market purchase on 2025-12-10, leaving him with 435,000 shares post-transaction. Mechanically, the document does not modify the trust per share value of $10.2, does not extend or accelerate the 2027-12-10 business combination deadline, does not change the SPAC’s SEARCHING status, and does not alter any shareholder redemption or conversion rights. Concerning other substance, the filing contains no assertions about customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel changes beyond the executive titles and ownership percentage listed. Why it matters: 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.
What changed: A final prospectus filed pursuant to Rule 424(b)(4) for the initial public offering of Daedalus Special Acquisition Corp., a blank check company (SPAC) formed to effect a merger or acquisition. This is the first public filing detailing the IPO terms. The SPAC is offering 22,500,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant. Trust proceeds are $225,000,000 ($10.00 per public share). The deadline to complete a business combination is 24 months from closing (approximately December 2027). No target has been selected. Founder shares were issued at approximately $0.003 per share. Sponsor and BTIG are purchasing 635,000 private placement units at $10.00 each. Redemption rights are provided to public shareholders upon a business combination. The trust will be invested in U.S. government obligations or money market funds, with possible liquidation to cash to mitigate investment company risk. Why it matters: 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.
What changed: Form 4 — insider ownership report, a routine SEC compliance exhibit filed by Daedalus Special Acquisition Corp. director and Co-Chief Executive Officer Husnu Akin Babayigit. According to the filing, Babayigit executed an open-market purchase of 435,000 shares on 2025-12-10. The document records his post-transaction holding as exactly 435,000 shares and identifies him as a 10% owner. The report contains no references to amendments of the trust account, adjustments to redemption windows, extension votes, or movements toward a business combination deadline. Why it matters: The purchase signals executive capital deployment but does not alter DSAC’s redemption mechanics, trust accounting, or search timeline. The filing includes no claims attributed to management or the company regarding target candidates, customer contracts, revenue trajectories, market sizing, technology roadmaps, strategic partnerships, litigation exposure, or organizational changes. As a standard beneficial-ownership disclosure, it confirms a verified share transfer without introducing new contractual obligations or deal-progress indicators.
What changed: A Form 4 — routine compliance exhibit and insider ownership report. Daedalus Special Acquisition LLC, identified by the issuer as a 10% owner, executed an open-market purchase of 435,000 shares on 2025-12-10, leaving its total reported position at 435,000 shares after the transaction. The filing contains no amendments to the trust balance, no vote tabulations or proposed motions regarding an extension, no indication of accelerated deal progress, and no alteration to the statutory redemption deadline of 2027-12-10. Why it matters: Open-market accumulation by a principal shareholder provides a transparent read on sponsor conduct and pricing floor tolerance during the SEARCHING period, without mechanically affecting the established $10.2 trust/share value or unit conversion mechanics. Because the transaction is confined to secondary market activity, it carries zero impact on redemption eligibility, pro forma enterprise value calculations, or liquidation waterfalls. The document advances no claims regarding customer contracts, revenue run-rate, addressable market size, proprietary technology, strategic partnerships, active litigation, or management turnover; no chief executive, board member, or sponsor representative is attributed with forward-looking statements or target commentary. Materiality rests solely on tracking baseline sponsor positioning versus future merger announcements or formal trust-distribution resolutions.
What changed: This document is a Form S-1MEF post-effective amendment filed pursuant to Rule 462(b) to register an additional 2,875,000 units of Daedalus Special Acquisition Corp., with each unit comprising one Class A ordinary share and one-fourth of one redeemable warrant. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: none. The filing exclusively registers additional securities for a proposed public offering and incorporates by reference the previously effective prospectus (File No. 333-290165, effective December 8, 2025). It confirms the warrant exercise price remains $11.50 per share, subject to adjustment, as stated in the registrant’s explanatory note. Why it matters: Although it does not update external tracking parameters, this filing materially advances the SPAC’s capital formation timeline. It confirms the company intends to commence sales “as soon as practicable” after effectiveness and requires immediate payment of the SEC filing fee via wire transfer no later than close of business on December 9, 2025, per the certification signed by Co-CEOs Orkun Kilic and Husnu Akin Babayigit and CFO Nimika Karadia. The signing directors—Debra Schwartz, Bedii Can Yücaoğlu, and Sean Davey Ryan—attest to ongoing governance readiness while the entity remains in a SEARCHING phase. All security structures, including the registration of 2,875,000 additional units and the $11.50 warrant exercise price, are incorporated by reference from the Prior Registration Statement initially filed on September 10, 2025.
What changed: SEC Form 3 initial statement of beneficial ownership of securities, filed on 2025-12-08 for Daedalus Special Acquisition Corp. The filing attributes the titles of director and Co-Chief Executive Officer, along with a 10% ownership stake, to reporting person Babayigit Husnu Akin. It explicitly states that no non-derivative transactions or current holdings were reported. This entry introduces zero change to insider trading activity, the existing $10.2 trust per share balance, the 2027-12-10 redemption deadline, extension provisions, or target search status. Why it matters: For investors tracking redemption calendars, trust value maintenance, deal progress, and sponsor conduct, the document confirms baseline insider positioning without recent purchases or dispositions that might signal capital commitment, confidence, or impending liquidity events. Because the filing reports no transactions, it provides no mechanical adjustments to the $10.2 trust/share valuation or the 2027-12-10 deadline, nor does it indicate any shift in extension voting, merger advancement, or shareholder redemption behavior. Beyond the confirmed 10% stake and executive titles, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. As a routine Section 16(a) compliance exhibit, it does not alter shareholder redemption economics or trigger deadline revisions.
What changed: Form 3 — insider ownership report, as titled in the submission. According to the filing, Kilic Orkun (director, Co-Chief Executive Officer, 10% owner) reported 'No non-derivative transactions or holdings reported.' Accordingly, there were no changes to insider beneficial ownership, meaning the sponsor’s equity position and control dynamics remained static during this reporting window. Why it matters: For investors tracking the 2027-12-10 redemption deadline and the $10.2 per share trust balance, this baseline filing confirms the co-CEO did not adjust his stake amid the ongoing search phase. The explicit zero-change statement fulfills SEC disclosure requirements without altering the shareholder structure, indicating no immediate sponsor-driven liquidity pressure or strategic pivot ahead of the capital markets window.
What changed: A routine compliance exhibit: SEC Form 3 initial statement of beneficial ownership of securities. The filing discloses no non-derivative transactions or holdings for reporting person Schwartz Debra (director). Consequently, insider ownership concentrations, the company’s redemption timeline, the existing trust structure, and the active SEARCHING mandate remain entirely unaffected. Why it matters: Form 3 submissions alert investors to director-level capital movements that typically correlate with extension negotiations, deal pacing, or pre-redemption positioning. A zero-activity report confirms standard regulatory compliance without shifting sponsor alignment metrics or altering redemption calendar mechanics. Because no equity transfers occurred, there is no new information regarding leadership conviction, capital calls, or liquidity events that would impact trust value preservation or acquisition timeline expectations.
What changed: SEC Form 3, an initial statement of beneficial ownership used to report insider equity positions and derivative holdings. Director Ryan Sean Davey reported no non-derivative transactions and no changes to existing holdings. The filing explicitly states zero share purchases, sales, or derivative exercises by the named insider. Why it matters: This is a routine compliance exhibit that confirms baseline sponsor and director capital commitment remains static during a SEARCHING phase. Because no insider transactions are recorded, the filing does not alter trust distribution mechanics, imply sponsor capital calls that could inform extension votes, provide implicit price support for the $10.2 per share trust, or signal active deal negotiation. The document contains no financial figures, customer claims, revenue projections, market size estimates, technology roadmaps, partnership disclosures, litigation details, or personnel announcements beyond the identification of the reporting director. Lacking transactional activity, the filing offers no immediate indicator for redemption pacing or trust valuation, but it satisfies standard regulatory tracking for insider alignment as the SPAC continues its business combination search.
What changed: SEC Form 3 initial statement of beneficial ownership. The filing identifies Director Yucaoglu Bedii Can as the reporting person for Daedalus Special Acquisition Corp. and explicitly states 'No non-derivative transactions or holdings reported,' indicating zero disclosed changes to direct equity positions in this submission. Why it matters: The document provides no data bearing on redemption deadlines, trust value mechanics, extension timelines, deal progress, or sponsor conduct. It does not modify the $10.2 trust/share balance, the 2027-12-10 search deadline, or the SEARCHING status. It signals no shift in fiduciary posture, target pursuit activity, or capital structure adjustments relevant to shareholder redemption valuations. Beyond the identification of the reporting insider and the stated absence of transactional entries, the form contains no further substance regarding customer claims, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements.
What changed: A Form 3 initial statement of beneficial ownership, specifically a routine compliance exhibit disclosing insider equity status for Daedalus Special Acquisition Corp. The filing states that Chief Financial Officer Karadia Nimika reported no non-derivative transactions or holdings. There is no adjustment to the SPAC’s trust mechanics, redemption calendar, extension provisions, or target business development activity. Executive capital alignment remains static, as no insider purchases, sales, or derivative exercises occurred under this submission. Why it matters: This routine compliance exhibit verifies the registration of CFO Karadia Nimika while documenting a complete absence of personal equity deployment in the security. For investors tracking redemption windows and sponsor conduct, the lack of reported transactions indicates leadership has not yet committed private funds to back the ongoing public search mandate. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. It serves purely to satisfy initial Section 16 disclosure requirements, establishing a zero-position baseline for all future insider trading filings. As explicitly noted in the submission, there are no non-derivative transactions or holdings reported by the named executive.
What changed: A Form 8-A filing for the registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. No mechanical changes to the SPAC timeline, trust account, redemption calendar, extension provisions, target pursuit, or sponsor conduct occurred. The filing exclusively registers existing security classes for The Nasdaq Stock Market LLC: units each consisting of one Class A ordinary share and one-fourth of one redeemable warrant; Class A ordinary shares with a par value of $0.0001 per share; and warrants entitling holders to purchase one Class A ordinary share at a price of $11.50 per share. It does not amend the charter, adjust the search deadline, disclose a de SPAC transaction, or modify redemption terms. Why it matters: The Registrant incorporated by reference the full descriptions of the registered securities from a Registration Statement on Form S-1 (File No. 333-290165) originally filed on September 10, 2025. Co-Chief Executive Officer and Director Orkun Kilic signed the filing on December 8, 2025. As a routine administrative listing confirmation, it introduces no new economic parameters, triggers no changes to shareholder voting or redemption rights, and does not materially alter the capital structure or search-phase dynamics beyond formally completing Nasdaq registration for the previously disclosed unit, share, and warrant specifications.
What changed: SEC Form 3, an initial statement of beneficial ownership of securities filed by Daedalus Special Acquisition LLC regarding Daedalus Special Acquisition Corp. According to the filing, reporting person Daedalus Special Acquisition LLC—identified in the document as a '10% owner'—submitted the Form 3 stating explicitly that 'No non-derivative transactions or holdings reported.' The document contains no adjustments to the SPAC mechanics: there is no update to the trust account balance per share ($10.2), no amendment to the redemption window, no proposal to extend the business combination deadline (2027-12-10), no indication of active due diligence or a letter of intent for a target, and no record of sponsor-acquired, sold, or pledged shares that would signal deal preparation or termination planning. Why it matters: Investors tracking redemption calendars, trust preservation, extension triggers, and sponsor conduct should note that the filing discloses no substantive operational or financial disclosures beyond the ownership designation. The filing makes no claims about target industry metrics, projected revenues, customer pipelines, technological differentiators, partnership terms, or pending litigation. By confirming a static position for the 10% owner as of the 2025-12-08 filing date, the report establishes a neutral baseline ahead of the 2027-12-10 search expiration; it neither accelerates nor delays redemption timing, nor does it suggest sponsor reallocation of capital or voting leverage. Continued monitoring of subsequent Forms 4 filings will be required to determine whether the 10% stake remains dormant or becomes active ahead of potential shareholder votes or trust distribution events.
What changed: Amendment No. 1 to the Form S-1 registration statement for the initial public offering (IPO) of Daedalus Special Acquisition Corp., a blank check company (SPAC) seeking to raise $200 million (or $230 million if the over-allotment option is exercised in full) by issuing 20 million units at $10.00 per unit. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. The company plans to target a business combination in the consumer AI sector. This amendment updates the registration statement in response to SEC comments; it includes revised prospectus language, updated financial statements (as of August 12, 2025), and exhibits such as the underwriting agreement, amended and restated memorandum and articles of association, warrant agreement, registration rights agreement, and other ancillary documents. The core offering terms—unit price, trust amount, business combination deadline (24 months from closing), and redemption mechanics—remain unchanged from the initial S-1 filing. Why it matters: 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.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC) seeking to acquire a business in the Consumer AI sector. This is the initial S-1 registration statement filed by Daedalus Special Acquisition Corp., which had no prior public filings. It sets forth the terms of the IPO, including the offering of 20,000,000 units at $10.00 per unit, the trust account of $200,000,000 ($10.00 per share), the 24-month deadline for a business combination (extendable with shareholder vote), sponsor and underwriter private placements, lock-up agreements, and redemption mechanics. The company has not yet selected a target. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.