Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Daedalus Special Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G2616C124 (CUSIP Number) |
12/08/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G2616C124 |
| 1 | Names of Reporting Persons
Daedalus Special Acquisition LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,060,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: 9,060,000 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consist of (1) 435,000 Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and (2) 8,625,000 Class B ordinary shares (including an aggregate of up to 1,125,000 Class B ordinary shares that are subject to forfeiture to the extent the over-allotment option is not exercised in full in connection with the Issuer's initial public offering), $0.0001 par value ("Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares"), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 435,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated December 8, 2025, by and between Daedalus Special Acquisition LLC (the "Sponsor") and the Issuer. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 108,750 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units. The percentage in Row 11 is based on 34,310,000 Ordinary Shares, including 25,685,000 Class A Ordinary Shares underlying the units and 8,625,000 Class B Ordinary Shares issued and outstanding as of December 15, 2025.
SCHEDULE 13G
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| CUSIP No. | G2616C124 |
| 1 | Names of Reporting Persons
Husnu Akin Babayigit | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 |
Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,060,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 9,060,000 Ordinary Shares reported in Items 5, 7 and 9 consist of (1) 435,000 Class A Ordinary Shares and (2) 8,625,000 Class B Ordinary Shares (including an aggregate of up to 1,125,000 Class B Ordinary Shares that are subject to forfeiture to the extent the over-allotment option is not exercised in full in connection with the Issuer's initial public offering), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 435,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated December 8, 2025, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 108,750 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units. The percentage in Row 11 is based on 34,310,000 Ordinary Shares, including 25,685,000 Class A Ordinary Shares underlying the units and 8,625,000 Class B Ordinary Shares issued and outstanding as of December 15, 2025. Husnu Akin Babayigit is the co-manager of the Sponsor and has shared voting and dispositive power over the securities held of record by the Sponsor. Mr. Babayigit disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
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| CUSIP No. | G2616C124 |
| 1 | Names of Reporting Persons
Orkun Kilic | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,060,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 9,060,000 Ordinary Shares reported in Items 5, 7 and 9 consist of (1) 435,000 Class A Ordinary Shares and (2) 8,625,000 Class B Ordinary Shares (including an aggregate of up to 1,125,000 Class B Ordinary Shares that are subject to forfeiture to the extent the over-allotment option is not exercised in full in connection with the Issuer's initial public offering), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. The 435,000 Class A Ordinary Shares are included in units acquired pursuant to a Private Units Subscription Agreement, dated December 8, 2025, by and between the Sponsor and the Issuer. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant (each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment). Excludes the 108,750 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units. The percentage in Row 11 is based on 34,310,000 Ordinary Shares, including 25,685,000 Class A Ordinary Shares underlying the units and 8,625,000 Class B Ordinary Shares issued and outstanding as of December 15, 2025. Orkun Kilic is the co-manager of the Sponsor and has shared voting and dispositive power over the securities held of record by the Sponsor. Mr. Kilic disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Daedalus Special Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
50 Sloane Avenue, London, SW3 3DD, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Daedalus Special Acquisition LLC (the "Sponsor"), (ii) Husnu Akin Babayigit and (iii) Orkun Kilic. The Sponsor, Husnu Akin Babayigit and Orkun Kilic have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor, Husnu Akin Babayigit and Orkun Kilic have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor, Husnu Akin Babayigit and Orkun Kilic are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
c/o Daedalus Special Acquisition Corp., 50 Sloane Avenue, London, SW3 3DD, United Kingdom | |
| (c) | Citizenship:
(i) Daedalus Special Acquisition LLC - Delaware (ii) Husnu Akin Babayigit - United Kingdom (iii) Orkun Kilic - United Kingdom | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G2616C124 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
9,060,000 Ordinary Shares consisting of (1) 435,000 Class A Ordinary Shares and (2) 8,625,000 Class B Ordinary Shares (including an aggregate of up to 1,125,000 Class B Ordinary Shares that are subject to forfeiture to the extent the over-allotment option is not exercised in full in connection with the Issuer's initial public offering), which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Excludes the 108,750 Class A Ordinary Shares issuable upon exercise of the warrants that comprise the units owned of record by the Sponsor. Husnu Akin Babayigit and Orkun Kilic are the co-managers of the Sponsor and share voting and dispositive power over the securities held of record by the Sponsor. Each of Mr. Babayigit and Mr. Kilic disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. | |
| (b) | Percent of class:
26.4% (based on 34,310,000 Ordinary Shares outstanding as of December 15, 2025). %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Daedalus Special Acquisition LLC - 9,060,000 Ordinary Shares | ||
| (ii) Shared power to vote or to direct the vote:
Husnu Akin Babayigit - 9,060,000 Ordinary Shares Orkun Kilic - 9,060,000 Ordinary Shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Daedalus Special Acquisition LLC - 9,060,000 Ordinary Shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
Husnu Akin Babayigit - 9,060,000 Ordinary Shares Orkun Kilic - 9,060,000 Ordinary Shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k) |