SPAC sponsor Daedalus (DSACU) forfeits 291,667 founder Class B shares

Rhea-AI Filing Summary

Daedalus Special Acquisition LLC, the sponsor of Daedalus Special Acquisition Corp., reported a disposition of derivative securities on a Form 4. The sponsor forfeited 291,667 Class B ordinary shares on January 23, 2026 in a transaction coded "D" with a reported price of $0.00 per share.

According to the filing, the forfeiture occurred in connection with the partial exercise of the over-allotment option by BTIG, LLC, the underwriters' representative. Following this transaction, the sponsor beneficially owns 8,333,333 Class B ordinary shares, which will automatically convert into Class A ordinary shares on a one-for-one basis upon or after the initial business combination, or earlier at the holders’ option.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Daedalus Special Acquisition LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Disposition	Class B ordinary shares	291,667	$0.00	--

Holdings After Transaction: Class B ordinary shares — 8,333,333 shares (Direct)

Footnotes (1)

1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date. Daedalus Special Acquisition LLC, the Issuer's sponsor. purchased 8,625,000 Class B ordinary for $25,000. 291,667 Class B ordinary shares were forfeited to the Issuer in connection with the partial exercise of the over-allotment option by BTIG, LLC, the representative for the underwriters.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Daedalus Special Acquisition LLC

(Last) (First) (Middle)

C/O DAEDALUS SPECIAL ACQUISITION CORP.

50 SLOANE AVENUE

(Street)

LONDON X0 SW3 3DD

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Daedalus Special Acquisition Corp. [ DSAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	01/23/2026		D		291,667(2)		(1)	(1)	Class A Ordinary Shares	291,667	(2)	8,333,333(2)	D

Explanation of Responses:

1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

2. Daedalus Special Acquisition LLC, the Issuer's sponsor. purchased 8,625,000 Class B ordinary for $25,000. 291,667 Class B ordinary shares were forfeited to the Issuer in connection with the partial exercise of the over-allotment option by BTIG, LLC, the representative for the underwriters.

	/s/ Orkun Kilic as Co-Manager	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Daedalus Special Acquisition LLC report for DSACU?

Daedalus Special Acquisition LLC reported forfeiting 291,667 Class B ordinary shares. The derivative shares were given up at a stated price of $0.00 per share, reducing the sponsor’s holdings while reflecting terms tied to the underwriters’ over-allotment option.

How many Daedalus Special Acquisition Corp. sponsor shares remain after the Form 4 transaction?

After the reported transaction, the sponsor holds 8,333,333 Class B ordinary shares. These remaining founder shares represent the sponsor’s continuing economic interest and are separate from public shares issued in the SPAC’s initial public offering structure.

Why were 291,667 Daedalus Special Acquisition Corp. Class B shares forfeited?

The 291,667 Class B ordinary shares were forfeited in connection with BTIG, LLC’s partial exercise of the over-allotment option. Such forfeitures are typical in SPAC structures when underwriters do not fully exercise their additional share purchase rights.

What is the conversion feature of Daedalus Special Acquisition Corp. Class B shares?

Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs concurrently with or immediately after the initial business combination, or earlier at the holders’ option, and the Class B shares have no expiration date.

Who is the reporting person on the Daedalus Special Acquisition Corp. Form 4?

The reporting person is Daedalus Special Acquisition LLC, the SPAC’s sponsor and a 10% owner. The Form 4 attributes the Class B ordinary share forfeiture and the remaining founder share holdings directly to this sponsor entity, not to an individual executive.

What price did Daedalus Special Acquisition LLC originally pay for its founder shares?

The sponsor purchased 8,625,000 Class B ordinary shares for $25,000 in total. This nominal acquisition cost is characteristic of SPAC founder shares, which later convert into Class A ordinary shares upon completion of the initial business combination.