[8-K] Cayson Acquisition Corp Reports Material Event

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cayson Acquisition Corp reports that its insiders have deposited the required Contribution for the second month of the company’s extension period. Under previously approved terms, the insiders lend the company US$125,000 for each month used to extend the deadline to complete a business combination, up to twelve months, or until March 23, 2027.

Each monthly Contribution is deposited into the company’s Trust Account and is intended to increase the per-share redemption price paid if a business combination is completed or if the company is liquidated. The latest deposit was made on April 22, 2026, supporting the ongoing use of the Extension.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Monthly Contribution: US$125,000 per month Maximum extension period: 12 months Extended Date: March 23, 2027 +1 more

4 metrics

Monthly Contribution US$125,000 per month Required insider loan for each extension month

Maximum extension period 12 months Board may extend business combination deadline monthly

Extended Date March 23, 2027 Latest possible date to consummate a business combination

Second Contribution date April 22, 2026 Insiders deposited the Contribution for the second month

Key Terms

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

5 terms

extraordinary general meeting regulatory

"the Company 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.

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.

redemption price financial

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

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.

Understanding 8-K Material Events →

04/23/2026 - 08:30 AM

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): April 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 April 22, 2026, the Insiders deposited the Contribution for the second 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: April 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) disclose in this 8-K?

Cayson Acquisition Corp disclosed that its insiders deposited the required Contribution for the second month of its extension period on April 22, 2026, supporting more time to complete a business combination under previously approved terms.

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

Shareholders approved allowing the board to extend the business combination deadline monthly, up to twelve months or until March 23, 2027, provided insiders lend US$125,000 for each month, which is deposited into the Trust Account to enhance potential redemption value.

How much do insiders contribute each month for Cayson Acquisition Corp’s (CAPN) extension?

Insiders agreed to lend an aggregate of US$125,000 for each month the company uses the extension. These Contributions are deposited into the Trust Account to increase the per-share redemption price upon a business combination or the company’s liquidation.

When was the second monthly Contribution for Cayson Acquisition Corp (CAPN) made?

The second monthly Contribution under the extension structure was deposited by Cayson Acquisition Corp’s insiders on April 22, 2026. This payment continues the extension arrangement that can run monthly until March 23, 2027, subject to completion of a business combination.

How does the Trust Account benefit Cayson Acquisition Corp (CAPN) shareholders?

Each US$125,000 monthly Contribution is deposited into Cayson Acquisition Corp’s Trust Account. This is intended to increase the per-share redemption price paid to shareholders if a business combination closes or if the company ultimately liquidates instead of completing a transaction.

What is the new outside date for Cayson Acquisition Corp’s (CAPN) business combination?

The approved extension allows Cayson Acquisition Corp to push its business combination deadline on a monthly basis up to an Extended Date of March 23, 2027, unless a business combination closes earlier or the board sets an earlier date.

Filing Exhibits & Attachments

4 documents