8-K

Daedalus Special Acquisition Corp. (DSAC)

8-K 2026-01-27 For: 2026-01-27
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report


Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

January 27, 2026

Date of Report (Date of earliest event reported)

Daedalus Special Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands 001-42998 N/A
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br>Identification No.)
50 Sloane Avenue, London, SW3 3DD, United Kingdom SW3 3DD
--- ---
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

+44 207 297 3592

N/A

(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
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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, par value $0.0001 per share, and one-fourth of one redeemable warrant DSACU The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share DSAC The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share DSACW 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01. Other Events.

On January 27, 2026, Daedalus Special Acquisition Corp. (the “Company”) announced that, on or about January 29, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “DSACU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “DSAC” and “DSACW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated January 27, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Dated: January 27, 2026

Daedalus Special Acquisition Corp.
By: /s/ Orkun Kilic
Name: Orkun Kilic
Title: Co-Chief Executive Officer

Exhibit 99.1

Daedalus Special AcquisitionCorp.Announces the Separate Trading of its Class A Ordinary Shares and WarrantsCommencing January 29, 2026

London, United Kingdom,January 27, 2026 – Daedalus Special Acquisition Corp. (Nasdaq: DSACU) (the “Company”) today announced that, commencing January 29, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Global Market under the symbols “DSAC” and “DSACW,” respectively. Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “DSACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

The offering of the units was made only by means of a prospectus, copies of which may be obtained from BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com. Registration statements on Form S-1 (333- 290165 and 333-292014) relating to these securities have been filed with the Securities and Exchange Commission (“SEC”) and were declared effective on December 8, 2025. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Daedalus SpecialAcquisition Corp.

Daedalus Special Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company’s strategy allows for an initial business combination in any business or industry or at any stage of its corporate evolution, its primary focus is to build a diversified portfolio of profitable AI-powered consumer apps.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contact:

Nimika Karadia

50 Sloane Avenue

London, SW3 3DD, United Kingdom

Telephone: +44 207 297 3592