Cayson Acquisition Corp (CAPN) insiders fund fifth US$125,000 SPAC extension

Rhea-AI Filing Summary

Cayson Acquisition Corp reports that its insiders have funded another monthly extension to pursue a business combination. An earlier shareholder-approved amendment permits the board to extend the deadline to complete a business combination on a monthly basis, up to twelve months, in exchange for insider loans of US$125,000 per month deposited into the company’s Trust Account. On July 22, 2026, insiders deposited the fifth monthly Contribution under this arrangement, supporting extensions that can run until March 23, 2027 if fully utilized.

Key Figures

Monthly Contribution: US$125,000 Maximum extension period: twelve (12) months Extended Date: March 23, 2027 +2 more

5 metrics

Monthly Contribution US$125,000 Insiders lend this amount for each month used to extend the business combination deadline

Maximum extension period twelve (12) months Board may extend the deadline on a monthly basis up to this limit

Extended Date March 23, 2027 Latest potential date to consummate a business combination if all extensions are used

Fifth Contribution date July 22, 2026 Date Insiders deposited the Contribution for the fifth month of the Extension

Fifth month Contribution fifth month The Contribution deposited on July 22, 2026 relates to the fifth extension month

Key Terms

Trust Account, extraordinary general meeting, business combination, forward-looking statements, +1 more

5 terms

Trust Account financial

"which Contributions shall be deposited by the Company into the Trust Account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

extraordinary general meeting regulatory

"held an extraordinary general meeting (the “Meeting”) to approve"

business combination financial

"extend the date by which the Company had to consummate a business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

forward-looking statements regulatory

"include “forward-looking statements” made pursuant to the safe harbor"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

redemption price financial

"thereby increase the per-share redemption price paid in connection"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/23/2026 - 09:02 AM Accepted by SEC EDGAR 07/23/2026 - 07:00 AM Learn about SEC filing dates

FAQ

What did Cayson Acquisition Corp (CAPN) disclose in this Form 8-K?

Cayson Acquisition Corp disclosed that its Insiders deposited the fifth monthly US$125,000 Contribution into the Trust Account on July 22, 2026, funding another one-month extension to complete a business combination.

How does the extension structure work for Cayson Acquisition Corp (CAPN)?

Shareholders approved an amendment allowing the board to extend the business combination deadline on a monthly basis, up to twelve (12) months, provided Insiders lend US$125,000 per used month into the Trust Account.

What is the potential final deadline for CAPN’s business combination?

If all monthly extensions are used, the deadline to consummate a business combination may be extended to March 23, 2027, unless a transaction closes earlier or the board sets an earlier date.

How does the US$125,000 monthly Contribution affect CAPN shareholders?

Each US$125,000 Contribution is deposited into the Trust Account, which the company states will increase the per-share redemption price paid at the time of a business combination or liquidation.

Who is providing the monthly extension funding for Cayson Acquisition Corp (CAPN)?

The funding is provided by the company’s sponsors, officers, directors, affiliates or designees, collectively referred to as the Insiders, as loans of US$125,000 for each month of extension used.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 22, 2026 (March 18, 2026)

CAYSON ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-42280		N/A 00-0000000
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

205 W 37th St, New York, New York		10018
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 998-5540

N/A

(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. ☐

Item 8.01. Other Events.

As previously reported, on March 18, 2026, Cayson Acquisition Corp (the “Company”) held an extraordinary general meeting (the “Meeting”) to approve, among other matters, a proposal to amend the Company’s amended and restated memorandum and articles of association as adopted by special resolution dated September 19, 2024 with effect from September 23, 2024 (the “Existing Memorandum and Articles”) to allow the Company’s Board to extend the date (the “Extension”) by which the Company had to consummate a business combination (as defined in the Existing Memorandum and Articles) on a monthly basis, up to twelve (12) months (or until March 23, 2027) (the “Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Board in its sole discretion, provided that the Company’s sponsors, officers, directors, affiliates or designees (collectively, the “Insiders”) lend to the Company (each a “Contribution”) an aggregate of US$125,000 for each month utilized to consummate an initial business combination, which Contributions shall be deposited by the Company into the Trust Account (as defined in the Existing Memorandum and Articles) and thereby increase the per-share redemption price paid in connection with the ultimate consummation of a business combination or the Company’s liquidation. On July 22, 2026, the Insiders deposited the Contribution for the fifth month of the Extension.

Cautionary Note Regarding Forward Looking Statements

Neither the Company nor any of its affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive and is not intended to form the basis of any investment decision or any other decision in respect of the Company or its proposed business combination.

This Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements.

The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

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: July 23, 2026	CAYSON ACQUISITION CORP
	By:	/s/ Yawei Cao
		Yawei Cao
		Chief Executive Officer