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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
September 8, 2026
Date of Report (Date of earliest event reported)
Daedalus Special Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-42998 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 50 Sloane Avenue, London, SW3 3DD, United Kingdom |
|
SW3 3DD |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +44 207 297 3592
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-fourth of one redeemable warrant |
|
DSACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DSAC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DSACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On September 8, 2026,
Daedalus Special Acquisition Corp. (the “Company”) announced the signing of a non-binding Letter of Intent with HUBX Yazılım
Hizmetleri Anonim Şirketi (“HubX”), for a proposed business combination through which HubX plans to become a public
company with its securities listed on The Nasdaq Stock Market.
HubX, one of the largest
consumer AI companies globally, is based in Turkiye, and designs, builds, and scales AI-powered consumer applications on a global basis.
HubX positions itself as a “technology hub” that builds next-generation, highly scalable AI-powered consumer applications
using proprietary methods and data.
The parties intend to
negotiate and enter into definitive agreements for the proposed business combination in good faith as soon as practicable. The transaction
remains subject to the execution of definitive agreements, completion of due diligence, receipt of all necessary shareholder and regulatory
approvals, and other customary closing conditions.
A copy of the press release
issued by the Company announcing the signing of the Letter of Intent is attached hereto as Exhibit 99.1.
Additional Information and Where to Find It
This document relates to a proposed transaction between the Company
and HubX. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The Company and HubX intend to file a registration statement on Form
F-4 that will include a proxy statement and a prospectus with the SEC.
After the registration statement is declared effective, the definitive
proxy statement/prospectus will be sent to all Company shareholders as of a record date to be established for voting on the proposed transaction.
The Company also will file other documents regarding the proposed transaction with the SEC. This document does not contain all the information
that should be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any
other decision in respect of the transactions. Before making any voting or investment decision, investors and shareholders of the Company
are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed
with the SEC in connection with the proposed transaction as they become available because they will contain important information about
the proposed transaction. Investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by the Company may be obtained by written request to the Company at 50 Sloane Avenue, London,
SW3 3DD, United Kingdom.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of U.S. federal securities laws regarding the proposed business combination between the Company and HubX, including
statements regarding the anticipated benefits of the transaction. Forward-looking statements generally are identified by words such as
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “may,” “will,” “should” and similar expressions. These statements are based on
current expectations and assumptions and involve risks and uncertainties, and actual results or events may differ materially from those
expressed or implied in the forward-looking statements.
These risks and uncertainties include, among others, the non-binding
nature of the letter of intent; the parties’ ability to negotiate and enter into definitive agreements; the ability to obtain required
shareholder and regulatory approvals and satisfy other closing conditions; the ability to meet applicable stock exchange listing standards;
and the ability to recognize the anticipated benefits of the proposed business combination. Readers should not place undue reliance on
forward-looking statements. For additional information concerning these and other risks, please see the Company’s filings with the
SEC. The Company assumes no obligation to update or revise these statements, whether as a result of new information, future events or
otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 8, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 9, 2026
| |
Daedalus Special Acquisition Corp. |
| |
|
| |
By: |
/s/ Orkun Kilic |
| |
Name: |
Orkun Kilic |
| |
Title: |
Co-Chief Executive Officer |
Exhibit 99.1
Daedalus Special Acquisition Corp. Signs Letter of Intent with HUBX
Yazılım Hizmetleri Anonim Şirketi
London, United Kingdom, Sept. 08, 2026 (GLOBE NEWSWIRE) -- Daedalus
Special Acquisition Corp. (Nasdaq: DSAC) (the “Company”), today announced the signing of a non-binding Letter of Intent with
HUBX Yazılım Hizmetleri Anonim Şirketi (“HubX” or the “Target”), for a proposed business
combination through which HubX plans to become a public company with its securities listed on The Nasdaq Stock Market. HubX, one
of the largest consumer AI companies globally, is based in Turkiye, and designs, builds, and scales AI-powered consumer applications on
a global basis.
HubX positions itself as a “technology hub” that builds next-generation,
highly scalable AI-powered consumer applications using proprietary methods and data. The company is organized around autonomous in-house
studios, each specializing in a specific app vertical, supported by shared central resources (marketing, data/analytics, engineering infrastructure).
“We are excited to announce this LOI with HubX”,”
said Akin Babayigit, Co-Chief Executive Officer of the Company. “The consumer AI market is growing rapidly, creating significant
opportunities for companies with strong products and distribution. As frontier models become increasingly commoditized, we believe more
value will accrue to the application layer, where HubX’s proprietary data and distribution capabilities provide a meaningful advantage.
With a strong management team and proven execution, we believe HubX is well positioned to become a global leader in consumer AI. M&A
will be a key part of that strategy, as we actively pursue opportunities to expand the company’s products, capabilities and reach.”
In connection with the proposed business combination, HubX has received
an investment of up to $75m (https://hubx.co/news/hubx-point72).
The parties intend to negotiate and enter into definitive agreements
for the proposed business combination in good faith as soon as practicable. The precise legal transaction structure will be determined
and mutually agreed by the parties based on business, legal, tax, accounting and other considerations. The transaction remains subject
to the execution of definitive agreements, completion of due diligence, receipt of all necessary shareholder and regulatory approvals,
and other customary closing conditions.
About Daedalus Special Acquisition Corp.
Daedalus Special Acquisition Corp. is a blank check company, also commonly
referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company’s
strategy allows for an initial business combination in any business or industry or at any stage of its corporate evolution, its primary
focus is to build a diversified portfolio of profitable AI-powered consumer apps.
About HUBX Yazılım Hizmetleri Anonim Şirketi
HubX was established in Turkiye in 2022 and is focused on building
Consumer AI apps designed to solve the average consumer’s everyday problems. It’s applications, have been downloaded
more than 600 million times.
The company is structured as a technology hub, enabling it to build
highly scalable consumer apps reaching more than 100mn users every month. HubX uses interdependent studios, each having its own team
to focus on a specific vertical, while being able to take advantage of the proprietary HubX central platform.
HubX is also home to an Award-winning AI research center (HubX AI Lab),
which enabled it to be the first company to get an AI generated output from Google’s TPU. HubX was the early adaptor to Google’s
TPU’s (alternative to NVIDIA GPU’s) and managed to decrease costs by 40% for AI image generation. This later on unlocked HubX
to be category leader with competitive advantage on generation costs to lead the market.
Forward-Looking Statements
This document contains certain forward-looking statements within the
meaning of U.S. federal securities laws with respect to the proposed transaction between the Company and HubX, including statements regarding
the anticipated benefits of the transaction, the Company or HubX’s expectations concerning the outlook for HubX’s business,
operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected
future financial performance, as well as any information concerning possible or assumed future results of operations of HubX. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are their managements’ current predictions,
projections and other statements about future events that are based on current expectations and assumptions available to the Company and
HubX, and, as a result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this
document, should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative
of future results. Many factors could cause actual future events to differ materially from the forward-looking statements in this document,
including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of
the letter of intent or definitive agreements (once entered into) with respect to the proposed business combination; (2) the outcome of
any legal proceedings that may be instituted against HubX, the Company, the combined company or others following the announcement of the
business combination and any definitive agreements with respect thereto; (3) the amount of redemption requests made by the Company’s
public shareholders and the inability to complete the business combination due to the failure to obtain approval of the shareholders of
the Company, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes to the proposed
structure of the business combination once finalized that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards
following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations
of HubX as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits
of the business combination; (8) costs related to the business combination; (9) risks associated with changes in laws or regulations applicable
to HubX’s business and HubX’s international operations; and (10) the possibility that HubX or the combined company may be
adversely affected by other economic, geopolitical, business, and/or competitive factors. The foregoing list of factors is not exhaustive.
Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 to be filed by the
Company and HubX with the U.S. Securities and Exchange Commission (the “SEC”), and other documents filed by the Company and/or
HubX from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements
in this document are qualified by these cautionary statements. The Company and HubX assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required
by applicable law. Neither the Company nor HubX gives any assurance that either the Company or HubX will achieve its expectations. The
inclusion of any statement in this communication does not constitute an admission by the Company or HubX or any other person that the
events or circumstances described in such statement are material.
Additional Information and Where to Find It
This document relates to a proposed transaction between the Company
and HubX. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The Company and HubX intend to file a registration statement on Form
F-4 that will include a proxy statement and a prospectus with the SEC. After the registration statement is declared effective, the definitive
proxy statement/prospectus will be sent to all Company shareholders as of a record date to be established for voting on the proposed transaction.
The Company also will file other documents regarding the proposed transaction with the SEC. This document does not contain all the information
that should be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any
other decision in respect of the transactions. Before making any voting or investment decision, investors and shareholders of the Company
are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed
with the SEC in connection with the proposed transaction as they become available because they will contain important information about
the proposed transaction.
Investors and shareholders will be able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company
through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained by written request
to the Company at 50 Sloane Avenue, London, SW3 3DD, United Kingdom.
Participants in Solicitation
The Company and HubX and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transaction.
Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth
in the Company’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction
when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described
in the preceding paragraph.
Contacts:
Nimika Karadia
50 Sloane Avenue
London, SW3 3DD, United Kingdom
Telephone: +44 207 297 3592
