As filed with the U.S. Securities and Exchange Commission on November 24, 2025. Registration No. 333-290165 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Daedalus Special Acquisition Corp. (Exact name of registrant as specified in its charter) _____________________________________ Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organizat ...

Core Insights - Jeremy Szafron has joined Kitco News as an anchor and producer, bringing a wealth of experience in journalism, particularly in finance and current affairs [1][5] Group 1: Career Background - Jeremy began his journalism career in 2006 at CTV, initially focusing on entertainment before transitioning to business reporting, particularly in mining and small-cap sectors [2] - He gained recognition for his macro-financial and market trends analysis, becoming a sought-after commentator on CTV Morning Live and CTV News Network [2] - A significant highlight of his career was covering the 2010 Vancouver Olympic Games, which led to the development of an online video news program for PressReader, a digital newsstand with 8,000 editions in 60 languages [3] Group 2: Digital Media Ventures - In 2012, Jeremy launched The Green Scene Podcast, which quickly attracted over 400,000 subscribers and positioned him as a prominent voice in the cannabis industry [4] - Following this success, he established Investor Scene and Initiate Research, platforms that provide exclusive market insights and deal-flow opportunities in mining and Canadian small-cap markets [4] Group 3: Professional Expertise - Jeremy has experience as a market strategist and investor relations consultant for various publicly traded companies across mining, energy, consumer packaged goods (CPG), and technology sectors [5] - He holds a BA in Journalism from Concordia University, which has contributed to his diverse career in media and finance [5]

Company Overview - OverActive Media is a digital media and entertainment company with operations in Toronto, Madrid, and Berlin [2] - The company combines high-margin digital revenue streams, sponsorships, content licensing, creator monetization, and in-game digital sales [2] - OverActive owns two of the most valuable esports franchises globally and is supported by global partners such as Telefonica, Bell, Pepsi, Red Bull, and AMD [2] Growth Strategy - The company has a clear growth strategy and roadmap for ActiveVoices, its proprietary AI-powered creator monetization platform [3] - The session will include an overview of the business and address investor questions submitted via email [3]

OverActive Media (OTCPK: OAMC.F) Conference Call Summary Company Overview - OverActive Media is a digital media and entertainment company with operations in Toronto, Madrid, and Berlin [1][2] - The company focuses on high-margin digital revenue streams, including sponsorships, content licensing, creator monetization, and in-game digital sales [1] - OverActive owns two valuable esports franchises, enhancing its position as a scalable media platform [1] Key Business Strategies - The company is implementing a growth strategy centered around its proprietary AI-powered creator monetization platform, Active Voices [2] - OverActive connects with over 100 million fans globally, primarily young, digital-native consumers with strong purchasing power [5][6] - The revenue model is diversified, leveraging esports, content, merchandise, licensing, and AI technology to enhance scalability and profitability [8][9] Financial Performance - OverActive reported a revenue of CAD 30 million with a compound annual growth rate (CAGR) of 29% [31] - Digital item revenue exceeded CAD 8 million last year, with margins above 95% due to low delivery costs [17][19] - The company anticipates an additional CAD 20 million in revenue potential from existing fan relationships, translating to about CAD 10 million in incremental adjusted EBITDA [20] Active Voices Platform - Active Voices is an AI-powered localization platform that allows creators to reach global audiences in multiple languages using their own voice [21][22] - The platform is designed to be scalable, with low marginal costs for adding new languages, thus enhancing revenue opportunities for creators [46][47] - The creator economy is valued at over $24 billion, and Active Voices aims to capture a portion of this market by enabling creators to expand their reach [28][29] Esports Franchises - OverActive's franchises in League of Legends and Call of Duty provide long-term stability and visibility, with franchise values increasing significantly [35][36] - The company believes its franchises are worth over CAD 30 million based on third-party transactions for similar slots [37] - OverActive differentiates itself from other esports organizations through its large, engaged fan base and ability to host significant events [38] Future Outlook - The integration of KOI and Movistar Riders is expected to enhance operational performance and sponsorship revenue over the next 12 to 18 months [39] - The company plans to leverage its esports brands and creator partners to drive adoption of Active Voices [49] - Investors can expect margin expansion and recurring revenue growth as the company scales its digital media and AI-driven products [50] Conclusion - OverActive Media is positioned for significant growth through its unique combination of esports franchises, a large fan base, and innovative technology like Active Voices [32][51] - The company aims to enhance its valuation by capitalizing on its assets and expanding its market reach [52]

Core Insights - The company has launched a new digital media-commerce initiative to enhance the intersection of editorial authority, community trust, and product creation [1][3] - GIZMART, a curated e-commerce platform operated by Gizmodo Japan, has been introduced as part of this initiative [2][7] - The first product under this initiative is the Nape Pro, a trackball device co-developed with Keychron, set to begin crowdfunding on November 20, 2025 [1][4][5] Company Overview - TNL Mediagene is a next-generation digital media and data group based in Tokyo, formed through the merger of The News Lens Co. and Mediagene Inc. in May 2023 [11] - The company operates across various media brands in multiple languages, covering diverse topics such as news, technology, and lifestyle [11] - TNL Mediagene employs approximately 500 staff across Asia, with offices in Japan, Taiwan, and Hong Kong [11] GIZMART Platform - GIZMART aims to provide an elevated purchasing experience by combining product discovery, editorial expertise, and collaborations with technology creators [2] - The platform leverages over a decade of product reviewing experience to offer trusted editorial selections and transparent evaluations [7] Nape Pro Product Details - Nape Pro is designed for ergonomic cursor control with minimal hand movement, targeting creators and professionals who spend long hours on keyboards [4][5] - The product received positive feedback during its prototype introduction at the Tokyo Game Show 2025 [5] - Crowdfunding for Nape Pro will feature multiple color variations and configuration options [5] Strategic Vision - The initiative positions media organizations as co-creators, bridging user insights with product development to create tools that enhance workflows and creative output [3][6] - The company aims to build a scalable commerce model that extends across various product categories and into international markets [3]

Financial Data and Key Metrics Changes - In Q3 2025, the company's revenue was $29.8 million, down from $33.6 million in the same quarter last year, which included a one-time $3 million increase from a licensing agreement [7][8] - Net income rose to $6.9 million from $4.0 million a year ago, and adjusted EBITDA increased to $11.9 million compared to $11.2 million last year [7][8] - Net margin improved to 23.2% and EBITDA margin improved to 39.9%, compared to 11.9% and 33.3% in the same quarter last year [8][9] - The trailing 12-month income from continuing operations was $30.5 million, resulting in earnings per share of $0.64, with a price-to-earnings ratio of over 7.0 times based on a share price of $4.87 [9][10] Business Line Data and Key Metrics Changes - The company faced significant traffic volatility due to algorithmic changes, particularly affecting lifestyle and sports categories, but has seen stabilization and recovery in e-commerce-related content [11][12] - The entrepreneurial publishing model allowed the company to maintain profitability and cash generation despite traffic challenges [12][14] - The company acquired digital assets of ShopHQ and Lindy Sports for $2 million, expanding its e-commerce and sports portfolios [12][13] Market Data and Key Metrics Changes - The company reported that its brands, including Parade, Athlon Sports, TheStreet, and Men's Journal, collectively reach over 100 million users per month [12] - The company is registering over 40,000 new users daily, indicating a strong growth in audience engagement [13][14] Company Strategy and Development Direction - The company is focused on a disciplined M&A strategy, targeting at least one high-value acquisition per quarter to enhance its IP and brand ecosystem [12][13] - The entrepreneurial publishing model is expected to expand into video and social commerce opportunities, leveraging data and AI to build higher-margin revenue streams [13][14] - The company aims to connect user behavior and data across various platforms to enhance monetization opportunities [14] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the ongoing industry-wide traffic headwinds but expressed confidence in the company's ability to adapt and maintain profitability [5][11] - The company is optimistic about growth in e-commerce content and expects stabilization and potential growth in news-related content [18][19] - Management emphasized the importance of generating cash and profits, focusing on long-term value creation rather than short-term expediency [24][48] Other Important Information - The company generated $12.1 million in cash from operations during Q3 and reduced total debt by over $10 million year-to-date, strengthening its liquidity position [10] - The company is actively pursuing refinancing options for its outstanding debt, aiming for favorable terms to enhance shareholder value [24] Q&A Session Summary Question: How has the company managed through algorithmic changes and what is the outlook for Q4? - Management noted that they have focused on optimizing content signals and technical SEO, leading to stabilization and expected growth in e-commerce content [18][19] Question: Has the company taken market share during this period of volatility? - Management believes they have weathered the storm better than most competitors and continue to generate cash, indicating a strong position relative to the industry [20] Question: What is the company's approach to refinancing and share repurchase? - Management stated that refinancing is a priority, approached from a position of strength, and they intend to repurchase shares when capital allows and the stock is undervalued [23][39] Question: Can you elaborate on the ShopHQ acquisition and its business model? - Management explained that ShopHQ operates on a drop-shipping model, leveraging valuable data and email lists to drive sales without holding inventory [30][34] Question: What metrics does the company use to measure success in converting content consumers to commerce buyers? - Management focuses on customer acquisition costs and the ability to translate media properties into commerce opportunities, emphasizing cash generation and profitability [48]

Core Insights - Vertiqal Studios reported a revenue increase of 16% year-over-year for Q3 2025, reaching $2,158,802, attributed to the acquisition of Enthusiast Gaming assets [5][7] - The company aims to achieve positive normalized EBITDA in 2026, marking a significant milestone in its operational history [3] Financial Performance - Q3 2025 revenues were $2,158,802 compared to $1,863,636 in Q3 2024, reflecting a 16% increase [5] - Gross profit for Q3 2025 was $1,233,483, a 24% increase from $993,474 in Q3 2024, resulting in a gross margin of 57% [5][7] - Total expenses for Q3 2025 were $4,263,224, a significant increase of 668% compared to $555,297 in Q3 2024 [8] - Normalized EBITDA for Q3 2025 was $(576,315), a 40% increase in losses compared to $(465,962) in Q3 2024 [8] Management Strategy - The company is focused on integrating newly acquired assets and expects integration costs to decrease while synergy savings materialize in upcoming quarters [3][7] - Management is prioritizing the expansion of higher-margin direct advertising partnerships and aims to fully monetize its network through Q4 2025 and into 2026 [7] Company Overview - Vertiqal Studios operates North America's largest gaming and lifestyle network, managing over 200 channels across platforms like TikTok, Instagram, YouTube, and Snapchat [9][10] - The company produces over 100 pieces of content daily for a community of more than 52 million followers, generating revenue through direct brand partnerships and platform monetization [10]

Core Insights - Alliance Creative Group, Inc. (ACGX) is transitioning from traditional real estate assets to a diversified portfolio focused on AI-enhanced digital media, marketing, and e-commerce platforms, marking a significant shift in its business model [1][3]. Financial Performance - Revenues for Q2 2025 were reported at $22.734 million [2]. - As of September 30, 2025, total assets amounted to $1.132 billion, with cash on hand at $203,162 and a public market capitalization of approximately $480,000 [2]. - The total outstanding common shares were 6,406,143, with 4,225,955 shares in the float [2]. Strategic Developments - ACGX has launched and acquired multiple new digital properties, aiming to create a connected network of digital assets that share traffic and technology [3]. - The company is focused on long-term shareholder value, reducing debt, and minimizing fixed overhead to prepare for strong growth in 2026 and beyond [3][7]. - ACGX's digital asset roll-up strategy targets undervalued online properties, modernizing them with AI-driven innovations to enhance traffic and revenue [9]. Investments and Partnerships - ACGX holds 1,693,086 shares of PeopleVine, Inc., and is in discussions for a partial sale of these shares to reinvest in high-upside projects [4]. - The company owns 20% of the Say Less Spritz brand following a debt-to-equity conversion [5]. Digital Properties and Engagement - New digital properties under ACGX include various websites and social media channels aimed at driving cross-traffic and engagement [6]. - The company plans to launch additional sites in Q4 2025 and Q1 2026 [6]. Business Model - ACGX operates a vertically integrated model that leverages shared resources to enhance operational efficiency and growth across its portfolio [8][9].

Core Insights - Alliance Creative Group, Inc. (ACGX) is transitioning from traditional real estate assets to a diversified portfolio of AI-enhanced digital media, marketing, and e-commerce platforms, setting the stage for growth in 2026 [1][3][9] Financial Performance - Revenues for Q2 2025 were reported at $22.734 million [2] - Total assets as of September 30, 2025, amounted to $1.132 billion [2] - The company ended Q3 2025 with $203,162 in cash and a public market capitalization of approximately $480,000 [2] Strategic Developments - ACGX has launched and acquired multiple new digital properties, marking a significant shift towards a connected network of digital assets [3][6] - The company emphasizes long-term shareholder value, focusing on reducing debt and fixed overhead while prioritizing scalable digital properties [3][7] Investment Highlights - ACGX holds 1,693,086 shares of PeopleVine, Inc., with ongoing discussions for a partial sale to reinvest in high-upside projects [4] - The company owns 20% of the Say Less Spritz brand following a debt-to-equity conversion [5] Digital Asset Strategy - ACGX's strategy involves targeting undervalued online properties and modernizing them with AI-driven innovations to enhance traffic and revenue [9] - The company aims to create a shared-resource ecosystem to improve operational efficiency and long-term growth [8][9]

Core Insights - LiveOne reported significant reductions in operating expenses and staff, leveraging AI efficiencies to decrease quarterly operating expenses from $22 million to $6 million and reduce staff from 350 to 95 [1][4]. Financial Highlights - For Q2 Fiscal 2026, LiveOne's revenue was $18.8 million, down from $32.6 million in Q2 Fiscal 2025, primarily due to reductions in Slacker revenues [5][8]. - The operating loss for Q2 Fiscal 2026 was $4.6 million compared to a loss of $1.4 million in the same period last year [5][8]. - Net loss for Q2 Fiscal 2026 was $5.7 million, compared to a net loss of $2.3 million in Q2 Fiscal 2025 [5][8]. - Adjusted EBITDA for Q2 Fiscal 2026 was ($1.0 million), a decrease of $3.9 million from $2.9 million in Q2 Fiscal 2025 [9]. Strategic & Operational Highlights - The Audio Division generated over $18 million in revenue for Q2 Fiscal 2026, maintaining a positive segment Adjusted EBITDA of $0.7 million [7]. - LiveOne closed 7 major B2B deals over the past 12 months, increasing contracted revenues to over $52 million [7]. - The partnership with Amazon expanded from a $16.5 million three-year deal to a $20 million+ annual run rate [7]. - Plans to launch a new B2B partnership targeting 30 million+ monthly paying subscribers are underway [7]. - AI-driven marketing efforts increased Average Revenue Per User (ARPU) by 60% and boosted Premium conversions by over 22% [7]. - LiveOne is actively evaluating M&A opportunities, including a potential subsidiary sale [7].