Cayson Acquisition Corp — Capital/Financing Update 2024

Oct 22, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 22, 2024

CAYSON ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

| Cayman
Islands | 001-42280 | N/A |
| --- | --- | --- |
| (State
or Other Jurisdiction | (Commission | (IRS
Employer |
| of
Incorporation) | File
Number) | Identification
No.) |

420 Lexington Ave , Suite 2446

New York , NY 10170

(Address of Principal Executive Offices) (Zip Code)

(203) 998-5540

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |

Securities registered pursuant to section 12(b) of the Act:

| Title
of Each Class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Units,
each consisting of one ordinary share and one right | CAPNU | The
Nasdaq Stock Market LLC |
| Ordinary
Shares, par value $0.0001 per share | CAPN | The
Nasdaq Stock Market LLC |
| Rights,
each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination | CAPNR | The
Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

On October 22, 2024, Cayson Acquisition Corp (the “Company”) announced that holders of the Company’s units will be able to separately trade the ordinary shares and rights included in such units commencing on or about October 24, 2024. The ordinary shares and rights will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “CAPN” and “CAPNR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade. Units not separated will continue to be listed on Nasdaq under the symbol “CAPNU.” A copy of the Company’s press release announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit	Description
99.1	Press release
104	Cover
Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 22, 2024

| CAYSON
ACQUISITION CORP | |
| --- | --- |
| By: | /s/
Yawei Cao |
| Name: | Yawei
Cao |
| Title: | Chief
Executive Officer |

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