Talon Capital sponsor transfers 20K founder shares

Sponsor Talon Capital Sponsor LLC transferred 20,000 founder shares while remaining holder of 8,240,000 Class B shares tied to Talon Capital Corp.’s future business combination.

Rhea-AI Filing Summary

Talon Capital Corp. (TLNC) reported that its major shareholder, Talon Capital Sponsor LLC, recorded an "other" disposition involving 20,000 Class B ordinary (founder) shares on September 11, 2026. The sponsor's holdings after the transaction are 8,240,000 Class B ordinary shares, which are automatically convertible into Class A ordinary shares on a one-for-one basis in connection with the company’s initial business combination or earlier at the holder’s option.

The founder shares are held by the sponsor under a subscription agreement with Talon Capital Corp. Charles Leykum, the company’s Chairman and Chief Executive Officer, may be deemed to beneficially own the shares held by the sponsor through his control relationships, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Other: 20,000 shares

Other 1 txn

Insider TALON CAPITAL SPONSOR LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B ordinary shares F1, F2, F3	20,000	$0.003	$60.00

Holdings After Transaction: Class B ordinary shares — 8,240,000 contracts (Direct)

Footnotes (3)

1. F1. As described in the Issuer's registration statement on Form S-1 (File No. 333-289674) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
2. F2. On September 11, 2026, the Sponsor transferred 20,000 founder shares to Ms. Ivashina at a purchase price of approximately $0.003 per share.
3. F3. These Class B ordinary shares are held by Talon Capital Sponsor LLC (the "Sponsor") and were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. Charles Leykum, the Issuer's Chairman and Chief Executive Officer, is the sole managing member of Talon Capital Holdings LLC, which is the sole managing member of the Sponsor. Accordingly, all shares held by the Sponsor may be deemed to be beneficially owned by Mr. Leykum. Mr. Leykum disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Key Figures

Founder shares transferred: 20,000 shares Transfer price per share: $0.003 per share Class B shares held after transaction: 8,240,000 shares +2 more

5 metrics

Founder shares transferred 20,000 shares Class B ordinary (founder) shares transferred on September 11, 2026

Transfer price per share $0.003 per share Purchase price for 20,000 founder shares transferred to Ms. Ivashina

Class B shares held after transaction 8,240,000 shares Class B ordinary shares held by Talon Capital Sponsor LLC following the disposition

Underlying Class A shares 20,000 shares Underlying Class A ordinary shares corresponding to the 20,000 Class B shares

Conversion ratio 1 Class A share for each Class B share Automatic conversion of founder shares at initial business combination or earlier at holder’s option

Key Terms

founder shares, Class B ordinary shares, Class A ordinary shares, initial business combination, +2 more

6 terms

founder shares financial

"the Sponsor transferred 20,000 founder shares to Ms. Ivashina"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

Class B ordinary shares financial

"the Class B ordinary shares will automatically convert into Class A"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"convert into Class A ordinary shares at the time of the Issuer's initial business combination"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial business combination financial

"will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

beneficially owned financial

"all shares held by the Sponsor may be deemed to be beneficially owned by Mr. Leykum"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest financial

"Mr. Leykum disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Talon Capital Sponsor LLC report for TLNC on September 11, 2026?

Talon Capital Sponsor LLC reported an “other” disposition of 20,000 Class B ordinary (founder) shares of Talon Capital Corp. on September 11, 2026, categorized as a derivative transaction under transaction code J.

At what price were the 20,000 Talon Capital Corp. founder shares transferred?

The 20,000 founder shares were transferred at a purchase price of approximately $0.003 per share, according to the disclosure relating to the transfer on September 11, 2026.

How many Talon Capital Corp. Class B shares does the sponsor hold after this Form 4 transaction?

Following the reported transaction, Talon Capital Sponsor LLC holds 8,240,000 Class B ordinary shares of Talon Capital Corp., as stated in the post-transaction holdings figure.

How do Talon Capital Corp. Class B founder shares convert into Class A shares?

The Class B founder shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of Talon Capital Corp.’s initial business combination, or earlier at the holder’s option, and they have no expiration date.

Who may be deemed to beneficially own Talon Capital Corp. shares held by the sponsor?

Charles Leykum, Talon Capital Corp.’s Chairman and Chief Executive Officer, may be deemed to beneficially own the securities held by Talon Capital Sponsor LLC through his control of related entities, but he disclaims beneficial ownership except to the extent of his pecuniary interest.

Who received the 20,000 Talon Capital Corp. founder shares transferred by the sponsor?

The filing states that on September 11, 2026, the sponsor transferred 20,000 founder shares to Ms. Ivashina at a purchase price of approximately $0.003 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 09:57 PM Accepted by SEC EDGAR 09/15/2026 - 09:57 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

TALON CAPITAL SPONSOR LLC

(Last) (First) (Middle)

C/O TALON CAPITAL CORP.

440 LOUISIANA STREET, SUITE 1050

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Talon Capital Corp. [ TLNCU ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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

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

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

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)	09/11/2026		J(2)			20,000	(1)	(1)	Class A ordinary shares	20,000	$0.003	8,240,000(3)	D

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-289674) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. On September 11, 2026, the Sponsor transferred 20,000 founder shares to Ms. Ivashina at a purchase price of approximately $0.003 per share.

3. These Class B ordinary shares are held by Talon Capital Sponsor LLC (the "Sponsor") and were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. Charles Leykum, the Issuer's Chairman and Chief Executive Officer, is the sole managing member of Talon Capital Holdings LLC, which is the sole managing member of the Sponsor. Accordingly, all shares held by the Sponsor may be deemed to be beneficially owned by Mr. Leykum. Mr. Leykum disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Tricia Branker, Attorney-in-Fact	09/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)