Daedalus Special Acquisition (NASDAQ: DSACU) completes $250M IPO and SPAC funding

Rhea-AI Filing Summary

Daedalus Special Acquisition Corp. completed its initial public offering of 25,000,000 units at $10.00 per Unit, raising gross proceeds of $250,000,000. Each Unit includes one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A share at $11.50.

At closing, a total of $250,000,000 of net proceeds from the IPO and a concurrent private placement, including $8,750,000 in deferred underwriting commissions, was placed in a trust account for the benefit of public shareholders. The company also sold 685,000 Private Units at $10.00 per unit for $6,850,000 to its sponsor and BTIG, adopted amended and restated charter documents, and entered into customary SPAC agreements covering warrants, registration rights, indemnification, trust management, and administrative services.

Insights

Capital markets & SPAC structure analyst

Daedalus SPAC closes $250M IPO plus $6.85M sponsor private placement.

Daedalus Special Acquisition Corp. has launched as a publicly traded SPAC by selling 25,000,000 units at $10.00 each for gross proceeds of $250,000,000. Each unit bundles one Class A ordinary share with one-fourth of a redeemable warrant, and each whole warrant allows the purchase of one Class A share at $11.50, a typical SPAC structure that adds optional upside exposure for unit holders.

The company reports that as of December 10, 2025, a total of $250,000,000 of net proceeds from the IPO and a concurrent private placement, including $8,750,000 in deferred underwriting commissions, was deposited into a trust account for the benefit of public shareholders. This indicates that essentially the full IPO size has been sequestered in the trust, consistent with the SPAC model where funds remain restricted until a business combination or liquidation.

Alongside the IPO, the sponsor and BTIG purchased 685,000 Private Units at $10.00 each for additional proceeds of $6,850,000, with 435,000 units going to the sponsor and 250,000 to BTIG. These Private Units mirror the public units but carry special registration rights, transfer restrictions until 30 days after completion of the initial business combination, and are supported by a suite of agreements such as the warrant agreement, registration rights agreement, trust agreement, indemnity agreements, and an administrative services agreement, which together frame governance and economics for the SPAC’s next phase.

false --03-31 0002082149 00-0000000 0002082149 2025-12-08 2025-12-08 0002082149 DSACU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnefourthOfOneRedeemableWarrantMember 2025-12-08 2025-12-08 0002082149 DSACU:ClassOrdinarySharesParValue0.0001PerShareMember 2025-12-08 2025-12-08 0002082149 DSACU:WarrantsEntitlingHolderToPurchaseOneClassOrdinaryShareAtPriceOf11.50PerShareMember 2025-12-08 2025-12-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

December 8, 2025

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 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 entitling the holder to purchase one Class A ordinary share at a 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 1.01. Entry into a Material Definitive Agreement.

On December 10, 2025, Daedalus Special Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”), which consisted of 25,000,000 units (the “Units”), including 2,500,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-fourth of one redeemable warrant of the Company, (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statements on Form S-1, File Nos. 333-290165 and 333-292014, as amended (the “Registration Statements”), filed with the U.S. Securities and Exchange Commission:

	●	Underwriting Agreement, dated December 8, 2025, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;
	●	Warrant Agreement, dated as of December 8, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference;
	●	Letter Agreement, dated December 8, 2025, by and among the Company, Daedalus Special Acquisition LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference;
	●	Investment Management Trust Agreement, dated as of December 8, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference;
	●	Registration Rights Agreement, dated as of December 8, 2025, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference;
	●	Private Units Subscription Agreement, dated December 8, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference;
	●	Private Units Subscription Agreement, dated December 8, 2025, by and between the Company and BTIG, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference
	●	Indemnity Agreement, dated as of December 8, 2025, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference; and
	●	Administrative Services Agreement, dated December 8, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 and incorporated herein by reference.

1

As of December 10, 2025, a total of $250,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $8,750,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of December 10, 2025, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 685,000 units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $6,850,000. Each Private Unit consists of one Class A Ordinary Share and one-fourth of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 685,000 Private Units, the Sponsor purchased 435,000 Private Units and BTIG purchased 250,000 Private Units.

The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statements. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statements) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities.

The Private Units were sold pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On December 8, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association are filed herewith as Exhibit 3.1 and are incorporated by reference herein.

Item 8.01. Other Events.

On December 8, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On December 10, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

2

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated December 8, 2025, by and between the Company and BTIG, LLC, as representative of the underwriters
3.1		Amended and Restated Memorandum and Articles of Association
4.1		Warrant Agreement, dated as of December 8, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
10.1		Letter Agreement, dated December 8, 2025, by and among the Company, Daedalus Special Acquisition LLC, the initial shareholders and the officers and directors of the Company
10.2		Investment Management Trust Agreement, dated as of December 8, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee
10.3		Registration Rights Agreement, dated as of December 8, 2025, by and among the Company and certain security holders of the Company
10.4		Private Units Subscription Agreement, dated December 8, 2025, by and between the Company and  Daedalus Special Acquisition LLC
10.5		Private Units Subscription Agreement, dated December 8, 2025, by and between the Company and BTIG, LLC
10.6		Indemnity Agreement, dated as of December 8, 2025, by and between the Company and each of the officers and directors of the Company
10.7		Administrative Services Agreement, dated December 8, 2025, by and between the Company and Daedalus Special Acquisition LLC
99.1		Press Release Dated December 8, 2025
99.2		Press Release Dated December 10, 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

3

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: December 10, 2025

	Daedalus Special Acquisition Corp.
	By:	/s/ Orkun Kilic
	Name:	Orkun Kilic
	Title:	Co-Chief Executive Officer and Director

4

FAQ

What did Daedalus Special Acquisition Corp. (DSACU) report in this filing?

The company reported the completion of its initial public offering of 25,000,000 units at $10.00 per Unit for gross proceeds of $250,000,000, the funding of a trust account with $250,000,000 of net proceeds from the IPO and a concurrent private placement, and the execution of a series of IPO-related agreements and charter amendments.

How large was the DSACU IPO and what does each unit include?

Daedalus Special Acquisition Corp. sold 25,000,000 units, including 2,500,000 units from the partial over-allotment option, at $10.00 per Unit for gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, and each whole warrant entitles the holder to buy one Class A ordinary share at $11.50 per share, subject to adjustment.

What private placement did DSACU complete alongside the IPO?

Simultaneously with the IPO closing, the company completed a private placement of 685,000 Private Units at $10.00 per unit, generating $6,850,000 in proceeds. The sponsor purchased 435,000 Private Units and BTIG purchased 250,000 Private Units, with each Private Unit having the same structure as a public Unit but with different registration rights and transfer restrictions.

How much money was deposited into the Daedalus SPAC trust account?

As of December 10, 2025, a total of $250,000,000 of net proceeds from the IPO and the Private Placement, including $8,750,000 in deferred underwriting commissions, was deposited into a trust account established for the benefit of the company’s public shareholders.

What are the transfer restrictions and rights on DSACU Private Units?

The Private Units are identical to the public Units except for certain registration rights and transfer restrictions. Holders agreed not to transfer, assign, or sell any Private Units or the underlying securities, except in limited circumstances described in the registration statements, until 30 days after completion of the company’s initial business combination. They also received specified demand and piggyback registration rights.

What key agreements and corporate changes did Daedalus Special Acquisition Corp. execute with this IPO?

In connection with the IPO, the company entered into an Underwriting Agreement with BTIG, a Warrant Agreement, a Letter Agreement with the sponsor, initial shareholders, officers, and directors, an Investment Management Trust Agreement, a Registration Rights Agreement, two Private Units Subscription Agreements with the sponsor and BTIG, Indemnity Agreements with officers and directors, and an Administrative Services Agreement. It also adopted an Amended and Restated Memorandum and Articles of Association in connection with the IPO.