Cayson Acquisition Corp Files S-1 for Public Offering

TL;DR

Cayson Acquisition Corp just filed its S-1, gearing up for an IPO. Get ready.

AI Summary

Cayson Acquisition Corp, a Cayman Islands-incorporated entity, filed an S-1 registration statement with the SEC on June 28, 2024. The company, with principal offices at 420 Lexington Ave, Suite 2446, New York, NY 10170, is led by Chairman and CEO Yawei Cao. The filing indicates a planned offering under the Securities Act of 1933, with registration number 333-____.

Why It Matters

This S-1 filing marks the initial step for Cayson Acquisition Corp to go public, potentially raising capital and allowing investors to participate in its future growth.

Risk Assessment

Risk Level: medium — As a newly filing SPAC, the inherent risks of the IPO market and the uncertainty of a future business combination contribute to a medium risk level.

Key Numbers

• 333-____ — Registration Number (Indicates the registration number assigned by the SEC for this offering.)

Key Players & Entities

• Cayson Acquisition Corp (company) — Registrant
• Yawei Cao (person) — Chairman and Chief Executive Officer
• 420 Lexington Ave, Suite 2446, New York, NY 10170 (company) — Principal Executive Offices
• David A. Miller, Esq. (person) — Counsel for Registrant
• Jeffrey M. Gallant, Esq. (person) — Counsel for Registrant
• Robert Cohen, Esq. (person) — Counsel for Registrant
• Graubard Miller (company) — Legal Counsel
• McDermott Will & Emery (company) — Legal Counsel
• June 28, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $60,000,000 — ct to Completion, dated June 28, 2024 $60,000,000 CAYSON ACQUISITION CORP 6,000,000 U
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one ordinary share and
• $200,000 — leased to us to pay our taxes and up to $200,000 per year that may be released to us for
• $100,000 — rements as described herein (less up to $100,000 of interest to pay liquidation and diss
• $2,300,000 — per unit for a total purchase price of $2,300,000 in a private placement that will close
• $0.35 — p $ 9.45 $ 56,700,000 (1) Includes $0.35 per unit, or up to $2,100,000 in the ag
• $2,100,000 — (1) Includes $0.35 per unit, or up to $2,100,000 in the aggregate, or up to $2,415,000 i
• $2,415,000 — o $2,100,000 in the aggregate, or up to $2,415,000 if the over-allotment option is exercis
• $0.15 — ribed herein. We may elect to pay up to $0.15 of the $0.35 per unit in our securities
• $69,000,000 — ibed in this prospectus, $60,000,000 or $69,000,000 if the underwriters’ over-allotme
• $1,750,000 — mpany, acting as trustee, approximately $1,750,000, or $1,930,000, if the underwriters&rsq
• $1,930,000 — s trustee, approximately $1,750,000, or $1,930,000, if the underwriters’ over-allotm
• $550,000 — ounts and commissions, and an estimated $550,000 will be available for working capital f
• $1,450 — Inc. for an aggregate purchase price of $1,450 in a privat

Filing Documents

• forms-1.htm (S-1) — 1954KB
• ex3-1.htm (EX-3.1) — 909KB
• ex5-2.htm (EX-5.2) — 91KB
• ex23-3.htm (EX-23.3) — 5KB
• ex107.htm (EX-FILING FEES) — 22KB
• ex3-1_001.jpg (GRAPHIC) — 18KB
• ex3-1_002.jpg (GRAPHIC) — 30KB
• ex3-1_003.jpg (GRAPHIC) — 11KB
• ex3-1_004.jpg (GRAPHIC) — 4KB
• ex3-1_005.jpg (GRAPHIC) — 3KB
• ex5-2_001.jpg (GRAPHIC) — 2KB
• ex5-2_002.jpg (GRAPHIC) — 2KB
• 0001493152-24-025595.txt ( ) — 3079KB

Risk Factors

Risk Factors 26 Cautionary Note Regarding Forward-Looking Statements 73

Use of Proceeds

Use of Proceeds 74 Dividend Policy 77

Dilution

Dilution 78 Capitalization 79 Management’s Discussion and Analysis of Financial Condition and Results of Operations 80 Proposed Business 86 Management 108 Principal Shareholders 115 Certain Relationships and Related Party Transactions 117

Description of Securities

Description of Securities 119 United States Federal Income Tax Considerations 134

Underwriting

Underwriting 142 Legal Matters 150 Experts 150 Where You Can Find Additional Information 150 Index to Financial Statements F-1 iv SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: “amended and restated memorandum and articles of association” are to our memorandum and articles of association to be in effect upon completion of this offering; “board of directors” are to our board of directors; “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; “company,” “our company” “we,” “us” or “our” are to Cayson Acquisition Corp, a Cayman Islands exempted company; “EBC” or “representative” are to EarlyBirdCapital, Inc., the representative of the underwriters in this offering; “EBC founder shares” or “EBC Founder Shares” are to 100,000 ordinary shares that we issued to EarlyBirdCapital, Inc. for an aggregate purchase price of $1,450 in a privat

View Full Filing

View this S-1 filing on SEC EDGAR