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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
Date of
report (Date of earliest event reported): September 10, 2025
Talon Capital Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42827 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
440 Louisiana Street, Suite 1050
Houston, Texas |
|
77002 |
| (Address of principal executive offices) |
|
(Zip Code) |
(281) 407-0686
(Registrant’s telephone number, including area code)
Not Applicable
(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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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-third of one redeemable warrant |
|
TLNCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
TLNC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
TLNCW |
|
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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Amended and Restated Administrative Services Agreement
As previously reported, Talon Capital Corp., a
Cayman Islands exempted company (the “Company”) entered into an administrative services agreement with Talon Capital Sponsor
LLC (the “Sponsor”) on September 8, 2025, in connection with the Company’s initial public offering (the “Offering”).
On September 16, 2025, the Company and the Sponsor entered into the amended and restated administrative services agreement (the “Amended
Agreement”), to add that the Sponsor or its affiliates may make available to the Company certain office space, utilities and secretarial
support as may be required by the Company from time to time. A copy of the Amended Agreement is filed as Exhibit 10.1 to this Report and
incorporated herein by reference.
Item 8.01. Other Events.
As
previously reported, on September 10, 2025, the Company consummated its initial public offering of 24,900,000 units (the “Units”),
including 2,400,000 Units issued pursuant to the underwriters’ partial exercise of the over-allotment option. Each Unit consists
of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant
(each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise
price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-289674).
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $249,000,000.
As previously reported, on
September 10, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 530,000 units
to the Sponsor and 249,000 units to Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative
of the underwriters (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating
gross proceeds to the Company of $7,790,000 (the “Private Placement”).
A total of $249,000,000 ($10.00
per Unit) of the net proceeds from the Offering and the Private Placement, which amount includes $9,960,000 in deferred underwriting commissions,
was placed in a trust account established for the benefit of the Company’s public shareholders, with Odyssey Transfer and Trust
Company acting as trustee.
An audited balance sheet as
of September 10, 2025 reflecting receipt of the proceeds from the Offering and the Private Placement has been issued by the Company and
is filed as Exhibit 99.1 to this Current Report on Form 8-K.
As a result of the underwriters’ partial exercise and forfeiture
of the unexercised portion of the over-allotment option, the Sponsor forfeited 325,000 Class B ordinary shares of the Company, par value $0.0001 per share (the
“founder shares”), resulting in the Sponsor holding an aggregate of 8,260,000 founder shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Administrative Services Agreement, dated September 16, 2025. |
| 99.1 |
|
Audited Balance Sheet as of September 10, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
talon capital corp. |
| |
|
| |
By: |
/s/ Charles Leykum |
| |
|
Name: |
Charles Leykum |
| |
|
Title: |
Chief Executive Officer |
Date: September 16, 2025
2
