Daedalus Special Acquisition (DSACU) sponsor forfeits 291,667 shares

Rhea-AI Filing Summary

Daedalus Special Acquisition LLC, the sponsor of Daedalus Special Acquisition Corp. (DSACU), forfeited 291,667 Class B ordinary shares to the company in connection with the partial exercise of the underwriters’ over-allotment option. The transaction was reported on a Form 4 as an indirect, derivative security disposition.

The forfeited Class B shares were held by the sponsor, not personally by Co-Chief Executive Officer and director Orkun Kilic. He is a manager of the sponsor with shared voting and dispositive power and disclaims beneficial ownership except for any pecuniary interest. After the forfeiture, the sponsor continues to hold derivative securities representing 8,333,333 Class A ordinary shares. The Class B shares automatically convert into Class A shares on a one-for-one basis upon the SPAC’s initial business combination or earlier at the option of the holders and have no expiration date.

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

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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^*

Kilic Orkun

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

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		(1)	(1)	Class A Ordinary Shares	291,667	(1)	8,333,333	I	See Footnote(2)

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. Consists of shares owned by Daedalus Special Acquisition LLC (the "sponsor"). 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. Orkun Kilic is a manager of the sponsor and has shared voting and dispositive power over the shares owned by the sponsor. Mr. Kilic disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Orkun Kilic	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 Corp. (DSACU) report?

Daedalus Special Acquisition Corp. reported that its sponsor forfeited 291,667 Class B ordinary shares to the issuer. The forfeiture occurred in connection with the partial exercise of the underwriters’ over-allotment option and was disclosed as an indirect derivative disposition on Form 4.

Who is the reporting person on the Daedalus (DSACU) Form 4 and what is his role?

The reporting person is Orkun Kilic, a director, Co-Chief Executive Officer and 10% owner of Daedalus Special Acquisition Corp. He reports the transaction because he is a manager of the sponsor entity that holds the shares, with shared voting and dispositive power over those securities.

How many Daedalus (DSACU) founder shares were forfeited and why?

The filing shows that 291,667 Class B ordinary shares were forfeited to the issuer. This forfeiture was triggered by the partial exercise of the over-allotment option by BTIG, LLC, the representative of the underwriters, reducing the sponsor’s Class B holdings accordingly.

How many Daedalus (DSACU) shares does the sponsor hold after the reported transaction?

After the reported forfeiture, the sponsor indirectly holds derivative securities corresponding to 8,333,333 Class A ordinary shares. These are currently Class B ordinary shares that are structured to automatically convert into Class A shares on a one-for-one basis around the initial business combination.

How do Daedalus (DSACU) Class B ordinary shares convert into Class A shares?

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

Does Orkun Kilic personally own the Daedalus (DSACU) sponsor shares reported on Form 4?

The shares are owned by Daedalus Special Acquisition LLC, the sponsor, not directly by Orkun Kilic. As a sponsor manager, he has shared voting and dispositive power but disclaims beneficial ownership except to the extent of any pecuniary interest he may hold.