Form 4: Daedalus Sponsor Forfeits 291,667 Class B Shares

Daedalus Special Acquisition LLC, the SPAC's sponsor, forfeited 291,667 Class B ordinary shares in connection with an over-allotment option exercise.

Summary

• Daedalus Special Acquisition LLC, the sponsor of Daedalus Special Acquisition Corp. (DSAC), reported a change in beneficial ownership.
• The sponsor forfeited 291,667 Class B ordinary shares on January 23, 2026.
• This forfeiture occurred in connection with the partial exercise of the over-allotment option by BTIG, LLC, the representative for the underwriters.
• Following this transaction, the sponsor beneficially owns 8,333,333 Class B ordinary shares.
• The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial business combination or earlier, subject to adjustments, and have no expiration date.
• The sponsor initially purchased 8,625,000 Class B ordinary shares for $25,000.

Sentiment

Score: 6

Explanation: The forfeiture of shares is a standard, expected event in SPAC mechanics related to the over-allotment option. It is neither significantly positive nor negative for the company's operational prospects, but rather a procedural adjustment.

Positives

• The forfeiture of shares is a standard mechanism in SPACs when the over-allotment option is not fully exercised, which can be seen as aligning sponsor interests with public shareholders by reducing potential dilution from sponsor shares if the deal size is smaller.

Negatives

• The sponsor's beneficial ownership of Class B ordinary shares decreased by 291,667 shares.

Future Outlook

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, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustments.

Industry Context

This transaction is a routine event within the Special Purpose Acquisition Company (SPAC) lifecycle, specifically related to the exercise of the over-allotment option by underwriters. It reflects the standard adjustment of sponsor equity based on the final size of the initial public offering.

Comparison to Industry Standards

• The forfeiture of sponsor shares in connection with the partial exercise of an over-allotment option is a standard practice in SPAC IPOs. This mechanism ensures that the sponsor's promote (Class B shares) is proportional to the capital raised from public investors, aligning with typical SPAC structures seen across the industry. No specific comparable companies or projects are mentioned in the filing.

Related Party Transactions

• Daedalus Special Acquisition LLC, the Issuer's sponsor, is a related party involved in the transaction (forfeiture of shares).
• The sponsor initially purchased 8,625,000 Class B ordinary shares for $25,000.

Stakeholder Impact

• Shareholders: The forfeiture of sponsor shares in connection with the over-allotment option exercise is a standard adjustment that helps maintain the intended capital structure and sponsor promote percentage relative to the public float. It can be viewed as a minor positive for public shareholders as it slightly reduces potential dilution from sponsor shares.

Next Steps

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

Key Dates

Keywords

Daedalus Special Acquisition Corp, DSAC, SPAC, Sponsor, Class B shares, Forfeiture, Over-allotment option, Beneficial ownership, SEC Form 4, BTIG LLC, Underwriters