Talon Capital CEO transfers 20K founder shares

Talon Capital Corp. (symbol: TLNC) is the issuer of record for a Form 4 filing submitted to the SEC.

Rhea-AI Filing Summary

Talon Capital Corp. (symbol: TLNC) is the issuer of record for a Form 4 filing submitted to the SEC. Leykum Charles S. reported disposition transactions in this Form 4 filing.

Talon Capital Corp. (TLNC) reported that Chairman and CEO Charles S. Leykum, a director and ten percent owner, had an indirect restructuring transaction on September 11, 2026 involving 20,000 Class B ordinary shares, which correspond to 20,000 Class A ordinary shares upon conversion. The shares were transferred by the Sponsor to Ms. Ivashina at approximately $0.003 per share, and Leykum is deemed to beneficially own shares held by the Sponsor but disclaims beneficial ownership except to the extent of his pecuniary interest. Following this transaction, 8,240,000 Class B ordinary shares are reported as indirectly held, and these Class B shares automatically convert into Class A shares at the initial business combination or earlier at the option of the holder on a one-for-one basis, with no expiration date. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Other: 20,000 shares

Other 1 txn

Insider Leykum Charles S.

Role Chairman and CEO

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 (Indirect, See Footnote)

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 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 Purchase price per founder share: $0.003 per share Indirect Class B holdings after transaction: 8,240,000 shares +1 more

4 metrics

Founder shares transferred 20,000 shares Class B ordinary shares transferred by the Sponsor to Ms. Ivashina on September 11, 2026

Purchase price per founder share $0.003 per share Approximate purchase price for 20,000 founder shares transferred by the Sponsor

Indirect Class B holdings after transaction 8,240,000 shares Class B ordinary shares indirectly held after the restructuring transaction

Conversion ratio of Class B to Class A 1 Class A share per 1 Class B share Automatic conversion at the initial business combination or earlier at the option of the holder

Key Terms

founder shares, initial business combination, beneficially owned, pecuniary interest, +1 more

5 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.

initial business combination financial

"Class B ordinary shares will automatically convert 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"

Class B ordinary shares financial

"These Class B ordinary shares are held by the Sponsor and were acquired pursuant to a subscription agreement"

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.

FAQ

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

What insider transaction did Talon Capital Corp. (TLNC) report for September 11, 2026?

The company reported an indirect restructuring transaction involving 20,000 Class B ordinary shares linked to its chairman and CEO, Charles S. Leykum, on September 11, 2026, classified as an other acquisition or disposition transaction.

What were the terms of the 20,000 Talon Capital Corp. (TLNC) founder shares transferred?

The Sponsor transferred 20,000 founder shares (Class B ordinary shares) to Ms. Ivashina at a purchase price of approximately $0.003 per share. Each Class B share will convert into one Class A ordinary share at the initial business combination or earlier at the holder’s option.

How many Talon Capital Corp. (TLNC) Class B shares does Charles S. Leykum report after the transaction?

After the reported transaction, a total of 8,240,000 Class B ordinary shares are reported as indirectly held through the Sponsor, which may be deemed to be beneficially owned by Charles S. Leykum, subject to his disclaimer of beneficial ownership except for his pecuniary interest.

How are Talon Capital Corp. (TLNC) Class B founder shares treated in relation to Class A shares?

The Class B ordinary shares are founder shares that automatically convert into Class A ordinary shares at the time of the initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

Were the reported Talon Capital Corp. (TLNC) insider transactions under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for this transaction, meaning it was not affirmatively identified as executed under a pre-arranged trading plan.

What is Charles S. Leykum’s relationship to the entity holding Talon Capital Corp. (TLNC) founder shares?

The Class B founder shares are held by the Sponsor. Charles S. Leykum is the sole managing member of Talon Capital Holdings LLC, which is the sole managing member of the Sponsor, so shares held by the Sponsor may be deemed beneficially owned by him, subject to his pecuniary-interest disclaimer.

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 - 09:56 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^*

Leykum Charles S.

(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)

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

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	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. 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 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)