SCHEDULE: Linden Entities Disclose 5%+ Stake in Daedalus SPAC
Beneficial Ownership Disclosure
Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong have collectively disclosed beneficial ownership of over 5% of Daedalus Special Acquisition Corp.'s Class A ordinary shares.
Summary
- Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong (collectively, the "Reporting Persons") have filed a Schedule 13G with the SEC.
- The filing reports beneficial ownership of Class A ordinary shares, par value $0.0001 per share, of Daedalus Special Acquisition Corp.
- As of December 11, 2025, Linden Advisors LP and Siu Min Wong are deemed beneficial owners of 1,350,000 shares, representing approximately 5.3% of the outstanding Class A ordinary shares.
- This amount includes 1,292,707 shares held by Linden Capital L.P. and 57,923 shares held by separately managed accounts.
- As of December 11, 2025, Linden Capital L.P. and Linden GP LLC are deemed beneficial owners of 1,292,707 shares, representing approximately 5.0% of the outstanding Class A ordinary shares.
- Linden GP LLC serves as the general partner of Linden Capital L.P.
- Linden Advisors LP acts as the investment manager for Linden Capital L.P. and as trading or investment advisor for the separately managed accounts.
- Siu Min Wong is the principal owner and controlling person of both Linden Advisors LP and Linden GP LLC.
- The Reporting Persons have certified that the securities were acquired and are held for passive investment purposes, not to change or influence control of Daedalus Special Acquisition Corp.
Sentiment
Score: 5
Explanation: The filing is a standard regulatory disclosure of beneficial ownership, indicating a significant passive investment by institutional entities. It does not contain performance metrics or forward-looking statements that would typically drive a positive or negative sentiment.
Positives
- Increased institutional ownership by Linden Capital L.P. and its affiliates, potentially signaling investor interest in Daedalus Special Acquisition Corp.
- The investment is explicitly stated as passive, indicating a stable, non-activist holding by a significant institutional investor.
Risks
- The filing itself does not detail specific risks of Daedalus Special Acquisition Corp., but rather the nature of the investment by the reporting persons.
- For the reporting persons, the primary risk is market risk associated with their investment in Daedalus Special Acquisition Corp.'s shares.
- For the issuer, a significant passive stake means less direct influence from this particular large shareholder on corporate strategy, as the investor has certified no intent to influence control.
Future Outlook
This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the future performance or strategic direction of Daedalus Special Acquisition Corp. or the reporting entities' investment strategy.
Management Comments
- "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ยงยง 240.14a-11."
Industry Context
Special Purpose Acquisition Companies (SPACs) like Daedalus Special Acquisition Corp. frequently attract institutional investors, including hedge funds and investment advisors, who seek opportunities in the pre-merger or de-SPAC phase. The disclosure of a significant passive stake by a group like Linden Advisors is a common occurrence in the SPAC market, reflecting their investment strategies in such vehicles.
Related Party Transactions
- The filing details the relationships among Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong, clarifying how their beneficial ownership is aggregated due to their control and management relationships. This represents an internal related party structure for the reporting group, not a transaction with the issuer.
Stakeholder Impact
- Shareholders: The disclosure of a significant institutional investor holding a passive stake may be viewed positively, potentially signaling confidence in the issuer's prospects.
- Management: Awareness of a substantial passive institutional investor on the shareholder register, which typically implies less direct engagement on corporate strategy compared to an activist investor.
Next Steps
- The Reporting Persons will continue to comply with SEC reporting requirements for beneficial ownership, including filing amendments to Schedule 13G if their ownership percentage changes significantly or if their investment intent shifts.
Key Dates
| Date | Description |
|---|---|
| June 10, 2019 | Date of Siu Min Wong's Power of Attorney, referenced in the filing. |
| June 19, 2019 | Date of a previous Schedule 13G filing by Linden Capital L.P. in respect of Haymaker Acquisition Corp II, referenced for the Power of Attorney. |
| December 11, 2025 | Date of the event which required the filing of this Schedule 13G statement. |
| December 16, 2025 | Date the Joint Filing Agreement and the Schedule 13G were signed by the Reporting Persons. |
Keywords
Daedalus Special Acquisition Corp., Linden Capital L.P., Linden Advisors LP, Siu Min Wong, Schedule 13G, Beneficial Ownership, Class A ordinary shares, SPAC, Institutional Investor, Passive Investment
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