Talon Capital Corp. Files S-1 for Public Offering

TL;DR

Talon Capital Corp. just filed an S-1, looks like they're going public. Watch this space.

AI Summary

Talon Capital Corp. filed an S-1 registration statement with the SEC on August 15, 2025, for an unspecified offering. The company, incorporated in the Cayman Islands with principal executive offices in Houston, Texas, is classified under 'BLANK CHECKS' with SIC code 6770. The filing details their registration number as 333-289674 and includes contact information for CEO Charles Leykum.

Why It Matters

This S-1 filing indicates Talon Capital Corp. is preparing to go public or conduct a significant securities offering, which could impact its future operations and investor landscape.

Risk Assessment

Risk Level: medium — As a 'blank check' company (SIC 6770), its future success is highly dependent on identifying and executing a suitable acquisition or business combination.

Key Numbers

• 333-289674 — SEC File Number (Identifies this specific registration statement.)
• 6770 — SIC Code (Classifies Talon Capital Corp. as a 'Blank Checks' company.)

Key Players & Entities

• Talon Capital Corp. (company) — Registrant
• August 15, 2025 (date) — Filing Date
• 333-289674 (registration_number) — SEC File Number
• Cayman Islands (jurisdiction) — State of Incorporation
• 6770 (sic_code) — Standard Industrial Classification
• Charles Leykum (person) — Chief Executive Officer
• Houston, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $225,000,000 — TO COMPLETION, DATED AUGUST 15, 2025 $225,000,000 Talon Capital Corp. 22,500,000 Unit
• $10.00 — 2,500,000 units at an offering price of $10.00 each. Each unit consists of one Class A
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $5,000,001 — t tangible asset condition, such as the $5,000,001 net tangible asset requirement. As such
• $25,000 — m us for an aggregate purchase price of $25,000, or approximately $0.004 per share. On
• $0.004 — hase price of $25,000, or approximately $0.004 per share. On August 8, 2025, the Compa
• $1,500,000 — sed to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into a
• $100,000 — ithdrawals, as defined below, and up to $100,000 of interest to pay dissolution expenses
• $500,000 — nts, which amount will be the lesser of $500,000 or 5% of the interest earned on the tru
• $0.20 — 0,000 ____________ (1) Including (A) $0.20 per unit sold in the offering, or $4,50
• $4,500,000 — $0.20 per unit sold in the offering, or $4,500,000 in the aggregate (or $5,175,000 if the
• $5,175,000 — ing, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters' over -allotment op
• $0.10 — ch the underwriters have committed that $0.10 per unit will be used by the underwrite
• $0.40 — private placement units; and (B) up to $0.40 per unit sold in the offering to invest
• $9,000,000 — or or any of their affiliates, or up to $9,000,000 in the aggregate (or up to $10,350,000

Filing Documents

• ea0246089-02.htm (S-1) — 4089KB
• ea024608902ex1-1_talon.htm (EX-1.1) — 280KB
• ea024608902ex3-1_talon.htm (EX-3.1) — 283KB
• ea024608902ex3-2_talon.htm (EX-3.2) — 290KB
• ea024608902ex4-1_talon.htm (EX-4.1) — 35KB
• ea024608902ex4-2_talon.htm (EX-4.2) — 18KB
• ea024608902ex4-3_talon.htm (EX-4.3) — 26KB
• ea024608902ex4-4_talon.htm (EX-4.4) — 97KB
• ea024608902ex5-1_talon.htm (EX-5.1) — 12KB
• ea024608902ex5-2_talon.htm (EX-5.2) — 45KB
• ea024608902ex10-1_talon.htm (EX-10.1) — 43KB
• ea024608902ex10-2_talon.htm (EX-10.2) — 54KB
• ea024608902ex10-3_talon.htm (EX-10.3) — 66KB
• ea024608902ex10-4_talon.htm (EX-10.4) — 60KB
• ea024608902ex10-5_talon.htm (EX-10.5) — 107KB
• ea024608902ex10-6_talon.htm (EX-10.6) — 120KB
• ea024608902ex10-7_talon.htm (EX-10.7) — 81KB
• ea024608902ex10-8_talon.htm (EX-10.8) — 11KB
• ea024608902ex14_talon.htm (EX-14) — 45KB
• ea024608902ex23-1_talon.htm (EX-23.1) — 2KB
• ea024608902ex99-1_talon.htm (EX-99.1) — 26KB
• ea024608902ex99-2_talon.htm (EX-99.2) — 20KB
• ea024608902ex99-6_talon.htm (EX-99.6) — 45KB
• ea024608902ex-fee_talon.htm (EX-FILING FEES) — 18KB
• ex5-1_001.jpg (GRAPHIC) — 12KB
• ex5-2_001.jpg (GRAPHIC) — 2KB
• ex5-2_002.jpg (GRAPHIC) — 3KB
• 0001213900-25-077602.txt ( ) — 9575KB
• ck0002073340-20250815.xsd (EX-101.SCH) — 10KB
• ck0002073340-20250815_def.xml (EX-101.DEF) — 16KB
• ck0002073340-20250815_lab.xml (EX-101.LAB) — 124KB
• ck0002073340-20250815_pre.xml (EX-101.PRE) — 73KB
• ea0246089-02_htm.xml (XML) — 1084KB
• ea024608902ex-fee_talon_htm.xml (XML) — 8KB

Underwriting

Underwriting Discount (1) Proceeds, Before Expenses, to us Per Unit $ 10.00 $ 0.60 $ 9.40 Total $ 225,000,000 $ 13,500,000 $ 211,500,000 ____________ (1) Including (A) $0.20 per unit sold in the offering, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters' over -allotment option is exercised in full), payable to the underwriters upon the closing of this offering, of which the underwriters have committed that $0.10 per unit will be used by the underwriters to purchase private placement units; and (B) up to $0.40 per unit sold in the offering to investors not directly or indirectly introduced by the Company, the Sponsor or any of their affiliates, or up to $9,000,000 in the aggregate (or up to $10,350,000 if the underwriters' over -allotment option is exercised in full) is payable to the underwriters in this offering based on the percentage of funds remaining in the trust account after redemptions of public shares, for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. The table and this description do not include certain other agreed upon terms regarding the underwriters' compensation and certain reimbursements agreed to by the underwriter. See " Underwriting " for additional information regarding underwriting compensation. Of the proceeds we receive from this offering and the sale of the private placement units, $225,000,000 or $258,750,000 if the underwriters' over -allotment option is exercised in full ($10.00 per unit), will be deposited into a segregated trust account located in the United States managed by [] acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination, (2) the redemption of any public shares properly submitted in connection with a shareholder vo

Use of Proceeds

Use of Proceeds 86 Dividend Policy 89

Dilution

Dilution 90 Capitalization 93

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 94 Proposed Business 99 Management 132 Principal Shareholders 140 Certain Relationships and Related Party Transactions 143

Description of Securities

Description of Securities 146 Securities Eligible For Future Sale 164 Income Tax Considerations 168

Underwriting

Underwriting 180 Legal Matters 190 Experts 190 Where You Can Find Additional Information 190 Index to Financial Statements F-1 i Table o

View Full Filing

View this S-1 filing on SEC EDGAR