STOCK TITAN
  1. Home
  2. Sec-filings
  3. CAPN
  4. [8-K] Cayson Acquisition Corp Reports Material Event

Insiders fund fourth extension at Cayson Acquisition (NASDAQ: CAPN)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cayson Acquisition Corp reports that its insiders have deposited a US$125,000 contribution for the fourth month of its previously approved deadline extension to complete a business combination. Under this arrangement, the board may extend the deadline monthly for up to twelve months, through March 23, 2027, if insiders lend US$125,000 each month.

Each monthly contribution is deposited into the company’s trust account and is intended to increase the per-share redemption price paid when a business combination is completed or if the company is liquidated. The filing also includes standard forward-looking statement and no-offer-of-securities disclaimers.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Monthly extension contribution US$125,000 per month Required insider loan for each month of deadline extension
Maximum extension period 12 months Board may extend business combination deadline on a monthly basis
Extended business combination deadline March 23, 2027 Final date through which the business combination deadline may be extended
Current extension month funded Fourth month Insiders deposited the fourth monthly contribution on June 23, 2026
extraordinary general meeting regulatory
"the Company held an extraordinary general meeting (the “Meeting”)"
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.
trust account financial
"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.
forward-looking statements regulatory
"include “forward-looking statements” made pursuant to the safe harbor provisions"
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.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0002024203 0002024203 2026-06-23 2026-06-23 0002024203 CAPNU:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember 2026-06-23 2026-06-23 0002024203 CAPNU:OrdinarySharesParValue0.0001PerShareMember 2026-06-23 2026-06-23 0002024203 CAPNU:RightsEachEntitlingHolderToOneTenthOfOneOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember 2026-06-23 2026-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 23, 2026 (March 18, 2026)

 

CAYSON ACQUISITION CORP
(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands   001-42280   N/A

(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 June 23, 2026, the Insiders deposited the Contribution for the fourth 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: June 23, 2026 CAYSON ACQUISITION CORP
   
  By: /s/ Yawei Cao
    Yawei Cao
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Cayson Acquisition Corp (CAPN) announce in this 8-K filing?

Cayson Acquisition Corp announced that its insiders deposited a US$125,000 contribution for the fourth month of its business combination deadline extension, supporting the continued search for a target while adding funds to the trust account that factor into future redemption payments.

How does Cayson Acquisition Corp’s business combination deadline extension work?

The board may extend the deadline to complete a business combination on a monthly basis for up to twelve months, until March 23, 2027. Each month used requires insiders to lend US$125,000, which is deposited into the trust account and affects eventual per-share redemption payments.

How much do Cayson Acquisition Corp insiders contribute each extension month?

Insiders must lend an aggregate of US$125,000 for each month the extension is used. These contributions are deposited into the company’s trust account, with the intent of increasing the per-share redemption price paid at the time of a business combination or liquidation.

What is the new extended date for Cayson Acquisition Corp’s business combination?

The company’s governing documents allow the board to extend the deadline to complete a business combination up to the extended date of March 23, 2027. This monthly extension is conditional on insiders providing a US$125,000 loan for each month utilized.

How do the monthly contributions affect Cayson Acquisition Corp shareholders?

Each US$125,000 monthly contribution is deposited into the trust account and is intended to increase the per-share redemption price. Shareholders who redeem in connection with a business combination or a liquidation would benefit from the higher cash held per share in the trust.

Does this Cayson Acquisition Corp filing offer any securities to investors?

No. The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offering of securities must be made only by means of a prospectus that meets the requirements of the U.S. Securities Act.

Filing Exhibits & Attachments

4 documents

Other Documents