Cayson Acquisition Corp. Reports Unregistered Equity Sales

TL;DR

Cayson Acquisition Corp. sold units with shares & rights attached. Details on initial business combination.

AI Summary

Cayson Acquisition Corp. announced on September 23, 2024, the unregistered sale of equity securities, specifically units consisting of ordinary shares and rights. The company also reported on other events and filed financial statements and exhibits. The filing details the structure of these units, which include one ordinary share and one right, with each right entitling the holder to one-tenth of an ordinary share upon the completion of the company's initial business combination.

Why It Matters

This filing indicates potential new share issuances and the terms associated with them, which could impact the company's capital structure and shareholder rights.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can carry higher risks due to less stringent disclosure requirements compared to registered offerings.

Key Players & Entities

• Cayson Acquisition Corp (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported
• 420 Lexington Ave, Suite 2446 (address) — Business and Mail Address
• New York, NY 10170 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share CAPN The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $60,000,000 — per Unit, generating gross proceeds of $60,000,000. Simultaneously with the consummation
• $2,300,000 — ment Unit, generating total proceeds of $2,300,000. The Private Placement Units were purch

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex99-1.htm (EX-99.1) — 113KB
• ex99-2.htm (EX-99.2) — 8KB
• 0001493152-24-038545.txt ( ) — 433KB
• capn-20240923.xsd (EX-101.SCH) — 4KB
• capn-20240923_def.xml (EX-101.DEF) — 30KB
• capn-20240923_lab.xml (EX-101.LAB) — 38KB
• capn-20240923_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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): September 23, 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. Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02. Item 8.01. Other Events. On September 23, 2024, Cayson Acquisition Corp (the " Company "), a Cayman Islands exempt company, consummated its initial public offering (the " IPO ") of 6,000,000 units (" Units "). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (" Ordinary Shares "), and one right (" Rights "), each Right entitling its holder to receive one tenth of one Ordinary Share upon the completion of the Company's initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the consummation of the IPO, the Company consummated a private placement (the " Private Placement ") of 230,000 units (" Private Placement Units "), at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,300,000. The Private Placement Units were purchased by Yawei Cao, the Chairman and Chief Executive Officer of the Company, and TenX Global Capital LP, an affiliate of Dahe (Taylor) Zhang, the Company's Chief Financial Officer. The Private Placement Units are identical to the Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until the completion of the Company's initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. An audited balance sheet as of September 23, 2024, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit 99.2 to this Current Report on Form 8-K. As of September 23, 2024, an aggregate of $60,000,000 has been deposited in the trust account established in connection with the IPO. Item 9.01. Financial Statement and Exhibits. (d) Exhibits: Exhibit Description 99.1 Audited Balance Sheet as of September 23, 2024. 99.2 Press Release Announcing Consummation of IPO. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant

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