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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
December 10, 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 8.01. Other Events.
As previously disclosed, 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.
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 Daedalus Special Acquisition LLC (the “Sponsor”) and BTIG, LLC, the representative of the underwriters in the IPO (“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.
As of December 10, 2025, a total of $250,000,000
of the net proceeds from the IPO and the Private Placement, 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 is included as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Audited Balance Sheet as of December 10, 2025. |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 16, 2025
| |
Daedalus Special Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Orkun Kilic |
| |
Name: |
Orkun Kilic |
| |
Title: |
Co-Chief Executive Officer and Director |