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[Form 4] Talon Capital Corp. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Charles S. Leykum, Chairman and CEO of Talon Capital Corp. (TLNCU), is reported on a Form 4 filed for transactions dated 09/10/2025. The filing shows 325,000 Class B ordinary shares were forfeited by Talon Capital Sponsor LLC to the issuer at no cost. Class B shares convert one-for-one into Class A ordinary shares upon the company\'s initial business combination. After the reported transaction, Mr. Leykum is shown as beneficially owning 8,260,000 Class A ordinary shares indirectly through the Sponsor structure; he disclaims beneficial ownership except to the extent of his pecuniary interest. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

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Insights

TL;DR: Insider Form 4 records a 325,000-share forfeiture by the sponsor; Leykum still holds significant indirect ownership of 8.26M shares.

The filing documents a non-cash forfeiture of 325,000 Class B ordinary shares by Talon Capital Sponsor LLC to the issuer, as described in the company\'s S-1. Class B shares convert to Class A at the time of an initial business combination, so the transaction affects founder-share allocations rather than an open-market sale. The reporting person, Charles Leykum, is identified as Chairman and CEO and is the sole managing member of entities that control the Sponsor; the Form reports 8,260,000 Class A ordinary shares beneficially owned following the event, held indirectly. This is a disclosure of ownership structure and a sponsor-side share adjustment, not a market sale.

TL;DR: Governance disclosure clarifies sponsor forfeiture and ownership chain; no new personal sale by the CEO is reported.

The Form 4 provides transparency on founder-class share movements: 325,000 Class B founder shares were forfeited by the Sponsor to the issuer in connection with an underwriter over-allotment waiver, per the registration statement. The filing explains the conversion mechanics of Class B to Class A and maps beneficial ownership through the Sponsor entities to Charles Leykum, who disclaims ownership except for pecuniary interest. The document fulfills Section 16 reporting for a material sponsor-side adjustment rather than an executive-driven transfer.

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).
1. Name and Address of Reporting Person*
Leykum Charles S.

(Last) (First) (Middle)
C/O TALON CAPITAL CORP.,
440 LOUISIANA STREET, SUITE 1050

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Talon Capital Corp. [ TLNCU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025
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) 09/10/2025 J(2) 325,000 (1) (1) Class A ordinary shares 325,000 $0 8,260,000 I See Footnote(3)
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. 325,000 Class B ordinary shares were forfeited by Talon Capital Sponsor LLC (the "Sponsor") to the Issuer at no cost in connection with the underwriters' waiver of the remaining portion of their over-allotment option, as described in the Registration Statement.
3. These Class B ordinary shares are held by 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 09/16/2025
** 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.
Talon Capital Corp.

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