SCHEDULE: Sponsor Discloses 26.4% Stake in Daedalus SPAC

Sentiment:

Beneficial Ownership Disclosure


Daedalus Special Acquisition LLC and its co-managers have disclosed a 26.4% beneficial ownership stake in Daedalus Special Acquisition Corp., comprising 9,060,000 ordinary shares.

Summary

  • Daedalus Special Acquisition LLC, the Sponsor, along with its co-managers Husnu Akin Babayigit and Orkun Kilic, reported beneficial ownership of 9,060,000 Ordinary Shares in Daedalus Special Acquisition Corp.
  • This ownership represents 26.4% of the total Ordinary Shares outstanding as of December 15, 2025.
  • The 9,060,000 Ordinary Shares consist of 435,000 Class A Ordinary Shares and 8,625,000 Class B Ordinary Shares.
  • The Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the holder's option.
  • Up to 1,125,000 Class B Ordinary Shares are subject to forfeiture if the over-allotment option related to the Issuer's initial public offering is not fully exercised.
  • The 435,000 Class A Ordinary Shares were acquired as part of units through a Private Units Subscription Agreement dated December 8, 2025.
  • Each unit includes one Class A Ordinary Share and one-fourth of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share at $11.50 per share.
  • The reported percentage is based on 34,310,000 Ordinary Shares outstanding, which includes 25,685,000 Class A Ordinary Shares underlying units and 8,625,000 Class B Ordinary Shares.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual disclosure of beneficial ownership by the company's sponsor and its managers, which is a standard regulatory requirement for a SPAC.

Positives

  • Confirms the Sponsor's substantial and foundational ownership stake of 26.4% in Daedalus Special Acquisition Corp., aligning interests with the company's success.
  • Transparency regarding the ownership structure and the roles of key management personnel (Husnu Akin Babayigit and Orkun Kilic) as co-managers of the Sponsor.

Negatives

  • NA

Risks

  • Up to 1,125,000 Class B Ordinary Shares are subject to forfeiture if the over-allotment option in connection with the Issuer's initial public offering is not exercised in full.

Future Outlook

NA

Management Comments

  • Husnu Akin Babayigit is the co-manager of the Sponsor and has shared voting and dispositive power over the securities held of record by the Sponsor. Mr. Babayigit disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
  • Orkun Kilic is the co-manager of the Sponsor and has shared voting and dispositive power over the securities held of record by the Sponsor. Mr. Kilic disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.

Industry Context

This Schedule 13G filing is a standard disclosure for a Special Purpose Acquisition Company (SPAC) following its initial public offering, detailing the foundational ownership stake held by its sponsor and key management. Such filings provide transparency regarding the control structure and alignment of interests between the sponsor group and public shareholders, which is crucial for investor confidence in the SPAC model.

Comparison to Industry Standards

  • NA

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Joint Filing AgreementDaedalus Special Acquisition LLC, Husnu Akin Babayigit, and Orkun Kilic entered into a Joint Filing Agreement to jointly file this Schedule 13G and any amendments, in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.2025-12-15Enhances transparency and streamlines reporting for the beneficial ownership group, clarifying shared responsibilities for regulatory compliance.

Legal Proceedings

  • NA

Related Party Transactions

  • The acquisition of 435,000 Class A Ordinary Shares by Daedalus Special Acquisition LLC (the Sponsor) through a Private Units Subscription Agreement dated December 8, 2025, is a transaction between the Issuer and its founding entity.

Stakeholder Impact

  • Shareholders: Provides transparency regarding the significant ownership stake held by the company's sponsor and its key management, offering insight into control and alignment of interests.
  • Regulatory Authorities: Fulfills SEC disclosure requirements, ensuring compliance with beneficial ownership reporting rules.

Next Steps

  • NA

Key Dates

DateDescription
2025-12-08Date of event requiring filing; Private Units Subscription Agreement between Daedalus Special Acquisition LLC and the Issuer.
2025-12-15Date of filing and calculation of outstanding shares; Joint Filing Agreement executed.

Keywords

Daedalus Special Acquisition Corp., Schedule 13G, Beneficial Ownership, SPAC, Class A Ordinary Shares, Class B Ordinary Shares, Sponsor, Warrants, Initial Public Offering, Private Units Subscription Agreement

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