Form 4: Daedalus Co-CEO Reports Share Forfeiture

Daedalus Special Acquisition Corp.'s Co-Chief Executive Officer, Husnu Akin Babayigit, reported the forfeiture of 291,667 Class B ordinary shares.

Summary

• Husnu Akin Babayigit, Co-Chief Executive Officer, Director, and 10% Owner of Daedalus Special Acquisition Corp. (DSAC), reported a transaction on January 23, 2026.
• The transaction involved the forfeiture of 291,667 Class B ordinary shares.
• This forfeiture occurred in connection with the partial exercise of the over-allotment option by BTIG, LLC, the representative for the underwriters.
• The forfeited shares were indirectly owned by Husnu Akin Babayigit through Daedalus Special Acquisition LLC, the sponsor.
• Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders.

Sentiment

Score: 5

Explanation: The forfeiture of Class B ordinary shares is a standard procedural event tied to the partial exercise of the over-allotment option in a SPAC IPO, reflecting a pre-defined adjustment rather than a discretionary action indicating positive or negative sentiment.

Positives

• The forfeiture of 291,667 Class B ordinary shares to the Issuer reduces the total number of founder shares, potentially mitigating future dilution for public shareholders upon conversion to Class A shares.

Negatives

• Husnu Akin Babayigit, through the sponsor, experienced a reduction in beneficial ownership of 291,667 Class B ordinary shares.

Future Outlook

NA

Industry Context

This transaction is a standard procedural adjustment in the Special Purpose Acquisition Company (SPAC) lifecycle. The forfeiture of founder shares (Class B ordinary shares) is common when the underwriters' over-allotment option is not fully exercised, aligning the sponsor's equity stake with the capital raised in the initial public offering.

Comparison to Industry Standards

• The mechanism of founder share forfeiture tied to the over-allotment option is a standard provision in SPAC structures across the industry, designed to maintain a consistent sponsor ownership percentage relative to the public float.

Related Party Transactions

• The transaction involves the forfeiture of 291,667 Class B ordinary shares by Daedalus Special Acquisition LLC (the "sponsor"), an entity managed by Husnu Akin Babayigit, to the Issuer.

Stakeholder Impact

• Shareholders: The forfeiture of 291,667 Class B ordinary shares to the Issuer reduces the total number of founder shares, potentially mitigating future dilution for public shareholders upon conversion to Class A shares.
• Sponsor/Reporting Person: Husnu Akin Babayigit, through the sponsor, experiences a reduction in beneficial ownership of 291,667 Class B ordinary shares.

Next Steps

• The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination.

Key Dates

Recommendation

This Form 4 reports a routine, pre-determined adjustment of founder shares related to the over-allotment option in a SPAC IPO. It does not provide new information that would fundamentally alter the investment thesis for Daedalus Special Acquisition Corp. The forfeiture of shares by the sponsor is a standard mechanism and does not indicate a significant positive or negative shift in the company's operational or strategic outlook. Therefore, a "hold" recommendation is appropriate as this filing alone does not warrant a change in investment position.

Keywords

SPAC, Form 4, insider transaction, share forfeiture, Daedalus Special Acquisition Corp., Husnu Akin Babayigit, Class B shares, over-allotment option