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  4. [8-K] Cayson Acquisition Corp Reports Material Event

Cayson insiders fund sixth $125K deal extension

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Form Type
8-K

Rhea-AI Filing Summary

Cayson Acquisition Corp (symbol CAPN) reports that, under a previously approved charter amendment, its board may extend the deadline to complete a business combination on a monthly basis for up to 12 months, to as late as March 23, 2027, subject to monthly cash Contributions.

For each month of this Extension, the company’s insiders must lend an aggregate of US$125,000, to be deposited into the company’s Trust Account, which increases the per-share redemption price upon a business combination or liquidation. On August 26, 2026, the insiders deposited the Contribution for the sixth month of the Extension.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Maximum Extension Period 12 months Board-authorized monthly extensions of the business combination deadline
Monthly Contribution Amount US$125,000 Aggregate amount insiders lend for each month of the Extension
Extended Date March 23, 2027 Latest possible date to consummate a business combination under the Extension
Extension Month Funded Sixth month Insiders deposited the sixth monthly Contribution on August 26, 2026
Units Trading Symbol CAPNU Units listed on The Nasdaq Stock Market LLC
Ordinary Shares Trading Symbol CAPN Ordinary shares listed on The Nasdaq Stock Market LLC
Rights Trading Symbol CAPNR Rights listed on The Nasdaq Stock Market LLC
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.
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 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.
Private Securities Litigation Reform Act of 1995 regulatory
"pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995"
per-share redemption price financial
"thereby increase the per-share redemption price paid in connection with the ultimate consummation"

FAQ

What did Cayson Acquisition Corp (CAPN) announce in this 8-K?
Cayson Acquisition Corp disclosed that, on August 26, 2026, its insiders deposited the sixth monthly Contribution into the Trust Account under an approved Extension structure tied to completing an initial business combination.

How long can CAPN extend its business combination deadline?
Cayson Acquisition Corp’s board may extend the business combination deadline on a monthly basis for up to 12 months, allowing an extension as late as March 23, 2027, subject to required monthly Contributions by insiders.

What is the amount of each monthly Contribution for CAPN’s Extension?
For each month of the Extension, insiders must lend an aggregate of US$125,000 to Cayson Acquisition Corp, which the company deposits into its Trust Account to increase the per-share redemption price at business combination or liquidation.

How many Extension Contributions has CAPN received so far?
As of August 26, 2026, Cayson Acquisition Corp reports that insiders have deposited the Contribution for the sixth month of the Extension into the Trust Account.

What securities of CAPN are listed on Nasdaq?
Cayson Acquisition Corp lists Units (CAPNU), Ordinary Shares (CAPN), and Rights (CAPNR) on The Nasdaq Stock Market LLC. Each Unit consists of one ordinary share and one right, and each right entitles the holder to one tenth of one ordinary share upon completion of the initial business combination.

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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): August 26, 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 August 26, 2026, the Insiders deposited the Contribution for the sixth 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: August 26, 2026 CAYSON ACQUISITION CORP
   
  By: /s/ Yawei Cao
    Yawei Cao
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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