Daedalus Special Acquisition Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units began to trade on the NASDAQ Global Market under the symbol “DSACU” on December 9, 2025. The Class A ordinary shares and warrants comprising the units began separate trading on NASDAQ on January 29, 2026, under the symbols “DSAC” and “DSACW,” respectively. Holders of Record As of March 27, 2026, there were 25,685,000 Class A ordinary shares (inclusive of shares included in our units), par value $0.0001, issued and outstanding, and 8,333,333 Class B ordinary shares, $0.0001 par value, issued and outstanding, held by a total of 3 record holders. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividend Policy We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities None. Use of Proceeds On December 10, 2025, we consummated our IPO of 25,000,000 units, including 2,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option, pursuant to the Company’s registration statements on Form S-1 (File Nos. 333-290165 and 333-292014) with respect to the IPO. Each unit consists of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. Pursuant to that certain underwriting agreement, dated December 8, 2025, we granted BTIG, LLC, the representative of the underwriters, a 45-day option to purchase up to an additional 3,375,000 Units solely to cover over-allotments, if any (the “Over-Allotment Option”). Simultaneously with the consummation of the IPO, the underwriters exercised the Over-Allotment Option partially and purchased 2,500,000 units, generating total proceeds of $25,000,000. 11 Simultaneously with the closing of the IPO on December 10, 2025, the Company consummated the private placement of an aggregate of 685,000 private units to the sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $6,850,000. Each private unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share (subject to adjustment). Of those 685,000 private units, the sponsor purchased 435,000 private units and BTIG purchased 250,000 private units. The private units are identical to the units sold in the IPO. Additionally, the sponsor and BTIG agreed not to transfer, assign, or sell any of the private units or underlying securities (except in limited circumstances, as described in the registration statement) until 30 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. The sponsor and BTIG were granted certain demand and piggyback registration rights in connection with the purchase of the private units. On December 10, 2025, a total of $250,000,000 of the net proceeds from the sale of the units in the IPO and the private placement were deposited in a trust account established for the benefit of the Company’s public shareholders at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee We paid a total of $5,000,000 in underwriting discounts (excluding deferred underwriting commissions of $8,750,000) and $699,003 for other costs and expenses related to the IPO. For a description of the use of the proceeds generated in our IPO, see Part II, Item 7 ( Management’s Discussion and Analysis of Financial Condition and Results of Operations ) of this Form 10-K. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED]