What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 55 added, 46 removed, 425 unchanged (19% of the section changed)

24 unchanged sentences

Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value;

25,000,000 shares issued and outstanding at redemption value of $ 10.11 and $ 10.02 per share at March 31, 2026 and December 31, 2025, respectively 252,761,757 250,535,814

25,000,000 shares issued and outstanding at redemption value of $ 10.20 and $ 10.02 per share at June 30, 2026 and December 31, 2025, respectively 255,013,216 250,535,814

Shareholders’ Deficit

7 unchanged sentences

30,000,000 shares authorized;

8,333,333 and 8,625,000 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively (1) 834 863

8,333,333 and 8,625,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (1) 834 863

Additional paid-in capital — —

5 unchanged sentences

Subsequent to December 31, 2025, the sponsor forfeited the remaining 291,667 Class B ordinary shares.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

13 unchanged sentences

Basic and diluted net income per share, non-redeemable Class B Ordinary Shares $ 0.06 $ 0.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN

SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

6 unchanged sentences

Balance – March 31, 2026 685,000 $ 69 8,333,333 $ 834 $ — $ ( 7,935,942 ) $ ( 7,935,039 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Remeasurement of Class A ordinary shares subject to possible redemption to redemption value — — — — — ( 2,251,459 ) ( 2,251,459 )

Net income — — — — — 2,131,322 2,131,322

Balance – June 30, 2026 685,000 $ 69 8,333,333 $ 834 $ — $ ( 8,056,079 ) $ ( 8,055,176 )

The accompanying notes are an integral part of these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

5 unchanged sentences

Prepaid expenses ( 7,488 )

Due from related party ( 5,000 )

Due to related party ( 5,000 )

Accounts payable ( 59,240 )

9 unchanged sentences

Remeasurement of Class A Ordinary Shares subject to possible redemption $ 4,477,402

The accompanying notes are an integral part of

these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

DAEDALUS SPECIAL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Note 1 — Organization and Business Operations

3 unchanged sentences

The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of March 31, 2026, the Company has not commenced any operations.

All activity for the period from August 7, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

As of June 30, 2026, the Company has not commenced any operations.

All activity for the period from August 7, 2025 (inception) through June 30, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company may generate non-operating income in the form of interest income on cash and cash equivalents and dividend income from marketable securities purchased from the proceeds derived from the Initial Public Offering (as defined below).

The Company has selected December 31 as its fiscal year end.

31 unchanged sentences

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had $ 774,387 in cash and working capital of $ 766,772 .

As of June 30, 2026, the Company had $ 626,995 in cash and working capital of $ 664,141 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of March 31, 2026, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of June 30, 2026, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements.

Based on the foregoing, these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued.

36 unchanged sentences

The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

13 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 774,387 and $ 1,071,605 of cash as of March 31, 2026 and December 31, 2025, respectively.

The Company had no cash equivalents as of March 31, 2026 and December 31, 2025.

The Company had $ 626,995 and $ 1,071,605 of cash as of June 30, 2026 and December 31, 2025, respectively.

The Company had no cash equivalents as of June 30, 2026 and December 31, 2025.

Cash and Marketable Securities Held in Trust Account

At March 31, 2026 and December 31, 2025, substantially all of the assets in the Trust Account were held in money market funds, amounting to $ 252,761,757 and $ 250,535,814 , respectively.

At June 30, 2026 and December 31, 2025, substantially all of the assets in the Trust Account were held in money market funds, amounting to $ 255,013,216 and $ 250,535,814 , respectively.

Offering Costs Associated with the Initial Public Offering

4 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability in an orderly transaction between market participants at the measurement date.

12 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

20 unchanged sentences

The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

2 unchanged sentences

For the Three Months Ended

March 31, 2026

June 30, 2026

Class A Class A Class B

4 unchanged sentences

Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.06

For the Six Months Ended

June 30, 2026

Class A Class A Class B

Redeemable Non-redeemable Non-redeemable

Basic and diluted net income per ordinary shares:

Allocation of net income, basic and diluted $ 3,058,339 $ 83,799 $ 1,019,446

Basic and diluted weighted average ordinary shares outstanding 25,000,000 685,000 8,333,333

Basic and diluted net income per ordinary share $ 0.12 $ 0.12 $ 0.12

Warrant Instruments

1 unchanged sentence

Accordingly, the Company evaluated the classification of the warrant instruments and accounted for the Warrants under equity treatment at their relative fair values.

There are 6,250,000 Public Warrants and 171,250 Private Placement Warrants outstanding as of March 31, 2026 and December 31, 2025.

There are 6,250,000 Public Warrants and 171,250 Private Placement Warrants outstanding as of June 30, 2026 and December 31, 2025.

Class A Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds from Initial Public Offering $ 250,000,000

5 unchanged sentences

Accretion of Class A ordinary shares subject to possible redemption 4,477,402

Class A ordinary shares subject to possible redemption at March 31, 2026 $ 252,761,757

Class A ordinary shares subject to possible redemption at June 30, 2026 $ 255,013,216

Recent Accounting Standards

28 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss, which include the following:

For the For the

Ended Six Months

June 30, June 30,

Formation, general and administrative expenses $ 120,137 $ 392,818

2 unchanged sentences

The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

The CODM also reviews income earned on cash and marketable securities held in Trust Account to review and forecast the amounts held in the Trust Account available to complete a business combination or similar transaction.

The CODM also reviews income earned on cash and marketable securities held in the Trust Account to review and forecast the amounts held in the Trust Account available to complete a business combination or similar transaction.

These items, as reported on the statement of operations, are the significant segment information provided to the CODM on a regular basis.

35 unchanged sentences

A related party has paid for offering costs on behalf of the Company.

As of March 31, 2026 and December 31, 2025, $ 13,427 and $ 18,427 , respectively, is outstanding and recorded under due to related party in the balance sheet, of which $ 2,742 and $ 7,742 , respectively, is related to the Administrative Services Agreement noted below.

As of June 30, 2026 and December 31, 2025, $ 13,427 and $ 18,427 , respectively, is outstanding and recorded under due to related party in the balance sheet, of which $ 2,742 and $ 7,742 , respectively, is related to the Administrative Services Agreement noted below.

Administrative Services Agreement

1 unchanged sentence

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $ 10,000 per month fee.

As of March 31, 2026, there is $ 2,742 in due to related party related to the agreement.

The Company incurred $ 30,000 for the three months ended March 31, 2026.

As of June 30, 2026, there is $ 2,742 in due to related party related to the agreement.

The Company incurred $ 30,000 and $ 60,000 , respectively, for the three and six months ended June 30, 2026.

Amounts have been included in formation, general and administrative expenses in the accompanying statement of operations.

The Company paid $ 35,000 to related party related to the agreement for the three months ended March 31, 2026.

The Company paid $ 30,000 and $ 65,000 , respectively, to the related party related to the agreement for the three and six months ended June 30, 2026.

Related Party Loans

3 unchanged sentences

If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $ 10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary shares (“Working Capital Share”) and one-fourth of one redeemable warrant to purchase one Class A ordinary share at an exercise price of $11.50 per share (“Working Capital Warrant”).

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Note 7 — Commitments and Contingencies

14 unchanged sentences

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were 685,000 shares of Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 685,000 shares of Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 30,000,000 Class B ordinary shares at par value of $ 0.0001 each.

3 unchanged sentences

Subsequent to December 31, 2025, the Sponsor forfeited the remaining 291,667 Class B ordinary shares.

As of March 31, 2026 and December 31, 2025, there were 8,333,333 and 8,625,000 Class B ordinary shares issued and outstanding, respectively.

As of June 30, 2026 and December 31, 2025, there were 8,333,333 and 8,625,000 Class B ordinary shares issued and outstanding, respectively.

The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

7 unchanged sentences

These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Warrants — As of March 31, 2026 and December 31, 2025, there were 6,421,250 Warrants outstanding, including 6,250,000 Public Warrants and 171,250 Private Placement Warrants.

Warrants — As of June 30, 2026 and December 31, 2025, there were 6,421,250 Warrants outstanding, including 6,250,000 Public Warrants and 171,250 Private Placement Warrants.

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

23 unchanged sentences

Recurring Fair Value Measurements

The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

The following table presents information about the Company’s recurring fair value measurements as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level June 30,

Cash held in Trust Account 1 $ 255,013,216

9 unchanged sentences

Expiration of over-allotment option liability ( 77,000 )

Balance as of March 31, 2026 —

Balance as of June 30, 2026 —

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements