Form 4: Daedalus Co-CEO Forfeits Shares Post Over-Allotment

Orkun Kilic, Co-Chief Executive Officer of Daedalus Special Acquisition Corp., forfeited 291,667 Class B ordinary shares in connection with an over-allotment option exercise.

Summary

• Orkun Kilic, Co-Chief Executive Officer, Director, and 10% Owner of Daedalus Special Acquisition Corp. (DSAC), reported a change in beneficial ownership.
• On January 23, 2026, 291,667 Class B ordinary shares were forfeited to the Issuer.
• This forfeiture was linked to the partial exercise of an over-allotment option by BTIG, LLC, the representative for the underwriters.
• Following this transaction, Mr. Kilic, through Daedalus Special Acquisition LLC (the sponsor), indirectly beneficially owns 8,333,333 Class B ordinary shares.
• Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial business combination, or earlier at the option of holders, subject to adjustments, and have no expiration date.

Sentiment

Score: 5

Explanation: The filing reports a standard, expected transaction (share forfeiture due to over-allotment option exercise) that is neutral in its immediate impact on the company's operational outlook, though it represents a reduction in the reporting person's beneficial ownership.

Positives

• The forfeiture of shares is a standard mechanism related to the exercise of an over-allotment option, indicating a normal course of business for a SPAC IPO process.

Negatives

• The reporting person, Orkun Kilic, through the sponsor, experienced a reduction in their beneficial ownership by 291,667 Class B ordinary shares due to the forfeiture.

Risks

• The value of Class B ordinary shares, and subsequently Class A ordinary shares upon conversion, is subject to market fluctuations and the success of the Issuer's initial business combination.

Future Outlook

Class B ordinary shares are expected to automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders.

Management Comments

• Mr. Kilic disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Industry Context

This transaction is typical for a Special Purpose Acquisition Company (SPAC) following its initial public offering, where sponsor shares may be subject to forfeiture based on the exercise of over-allotment options by underwriters. It reflects a standard adjustment in the capital structure post-IPO.

Comparison to Industry Standards

• The forfeiture of sponsor shares in connection with the exercise of an over-allotment option is a common practice in SPAC IPOs, aligning with typical underwriting agreements to stabilize the offering and manage share distribution.
• This mechanism is standard across the SPAC industry, similar to how other SPACs like Gores Holdings, Churchill Capital, or Social Capital Hedosophia structures their sponsor equity adjustments post-IPO.

Related Party Transactions

• The shares are owned by Daedalus Special Acquisition LLC (the 'sponsor'), of which Orkun Kilic is a manager with shared voting and dispositive power.

Stakeholder Impact

• Shareholders: The forfeiture of sponsor shares due to over-allotment exercise is a standard adjustment and generally has a neutral to slightly positive impact as it aligns with the IPO's pricing and distribution mechanics.
• Management (Orkun Kilic): Experiences a reduction in indirect beneficial ownership, which is an expected outcome of the over-allotment process.

Next Steps

• The Class B ordinary shares will convert to Class A ordinary shares upon the consummation of the Issuer's initial business combination.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction related to the exercise of an over-allotment option, which is a standard event in a SPAC's post-IPO phase. It does not provide new information regarding the company's operational performance, strategic direction, or prospects for a business combination that would warrant a change in investment recommendation. The forfeiture of shares is an expected adjustment and does not indicate any fundamental shift in the company's value or risk profile. Therefore, a 'hold' recommendation is appropriate as investors should await more substantive news regarding the company's business combination efforts.

Keywords

Daedalus Special Acquisition Corp, DSAC, Orkun Kilic, Form 4, Beneficial Ownership, Class B Ordinary Shares, Forfeiture, Over-allotment Option, SPAC, Insider Transaction