Business Context and Reporting Period
Company: Daedalus Special Acquisition Corp. (DSAC)
Filing Type: Form 8-K (Current Report)
Date of Report: September 8, 2026
Event: The Company announced the signing of a non-binding Letter of Intent (LOI) with HUBX Yazılım Hizmetleri Anonim Şirketi ("HubX") for a proposed business combination. HubX, a major consumer AI company based in Turkiye, intends to become a public company listed on The Nasdaq Stock Market through this transaction.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either Daedalus Special Acquisition Corp. or HubX. This report focuses solely on the announcement of the proposed transaction.
Material Changes
Proposed Business Combination: The primary material change is the initiation of negotiations for a merger with HubX. The transaction is contingent upon:
- Execution of definitive agreements.
- Completion of due diligence.
- Receipt of necessary shareholder and regulatory approvals.
- Satisfaction of other customary closing conditions.
Guidance, Outlook, and Risks
Outlook: The parties intend to negotiate definitive agreements in good faith as soon as practicable. A registration statement on Form F-4, including a proxy statement and prospectus, will be filed with the SEC after the LOI stage.
Risks and Contingencies:
- Non-Binding Nature: The LOI is non-binding, and there is no assurance that definitive agreements will be reached.
- Approval Uncertainty: The transaction requires shareholder and regulatory approvals which are not guaranteed.
- Listing Standards: The combined entity must meet applicable stock exchange listing standards.
- Forward-Looking Statements: Actual results may differ materially from current expectations regarding the benefits of the transaction.
Investor Verification Checklist
- Verify the execution of definitive merger agreements following this non-binding LOI.
- Review the upcoming Form F-4 registration statement and proxy statement/prospectus for detailed transaction terms and valuation.
- Monitor the status of shareholder and regulatory approvals required to close the deal.
- Assess HubX's financial health and business model through due diligence reports once available.
- Confirm the final listing status on The Nasdaq Stock Market post-transaction.