TLNCU Insider Filing: 325K Class B Shares Forfeited by Sponsor

Rhea-AI Filing Summary

Talon Capital Sponsor LLC reported the forfeiture of 325,000 Class B ordinary shares back to Talon Capital Corp. on 09/10/2025. The forfeited shares were returned to the issuer at no cost due to the underwriters' waiver of the remaining portion of their over-allotment option, per the registration statement.

The filing notes that the Class B shares automatically convert one-for-one into Class A ordinary shares upon the issuer's initial business combination and have no expiration date. following the reported transaction, 325,000 Class A-equivalent shares are shown with a $0 price and the reporting person (Sponsor) is shown as holding 8,260,000 shares. The filing identifies Charles Leykum as the sole managing member of the Sponsor's manager and states he may be deemed to beneficially own the Sponsor's shares, though he disclaims beneficial ownership except to his pecuniary interest.

Insights

Financial Analyst

TL;DR: Sponsor forfeited 325,000 Class B shares that convert to Class A, leaving Sponsor with 8.26M shares; filing is routine and informational.

The Form 4 documents a non-cash forfeiture of 325,000 Class B ordinary shares by Talon Capital Sponsor LLC on 09/10/2025, described as occurring due to an underwriter waiver tied to the registration statement. The Class B shares convert one-for-one to Class A shares at a liquidity event, so the reported shift is primarily administrative and reflects a reduction in the Sponsor's Class B holdings. The filing also clarifies beneficial ownership linkage to Charles Leykum through the Sponsor's ownership structure while noting his disclaimer limited to pecuniary interest.

Corporate Governance Expert

TL;DR: Transaction appears procedural under registration terms; disclosure of ownership chain and disclaimer is standard governance practice.

The disclosure follows Section 16 requirements and explains the Sponsor-to-issuer forfeiture tied to underwriter actions referenced in the Form S-1. The filing properly identifies the Sponsor, the mechanic of conversion of Class B to Class A and the related beneficial ownership attribution to Charles Leykum, accompanied by his customary disclaimer. From a governance perspective, the form provides required transparency on related-party ownership and instrument conversion mechanics.

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).

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 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)

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

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(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. 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 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	09/16/2025
	** Signature of Reporting Person	Date
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