CAPNU Cayson Acquisition Corporation

 

 

UNITED STATES

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): October 22, 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 8.01. Other Events.

 

On October 22, 2024, Cayson Acquisition Corp (the “Company”) announced that holders of the Company’s units will be able to separately trade the ordinary shares and rights included in such units commencing on or about October 24, 2024. The ordinary shares and rights will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “CAPN” and “CAPNR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade. Units not separated will continue to be listed on Nasdaq under the symbol “CAPNU.” A copy of the Company’s press release announcing the foregoing is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits:

 

	Exhibit		Description
	99.1		Press release
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: October 22, 2024

 

	CAYSON ACQUISITION CORP
	By:	/s/ Yawei Cao
	Name:	Yawei Cao
	Title:	Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Cayson Acquisition Corp Announces Separate Trading of its Ordinary Shares and Rights

 

NEW YORK, October 22, 2024 —(GLOBE NEWSWIRE)—Cayson Acquisition Corp (NASDAQ:CAPNU) (the “Company”) announced today that, commencing on or about October 24, 2024, holders of its units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights included in the units. The ordinary shares and rights that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “CAPN” and “CAPNR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade. Those units not separated will continue to trade on Nasdaq under the symbol “CAPNU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.

 

The Company is a Cayman exempt company, formed as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus its search for a target business on entities located throughout Asia but will not be limited to a particular industry or geographic location. The Company is led by its Chairman of the Board and Chief Executive Officer, Yawei Cao.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s final prospectus relating to the Company’s initial public offering filed with the SEC on September 20, 2024. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact:

 

Taylor Zhang

taylorzhang@caysonspac.com

 

 

v3.24.3

Cover	Oct. 22, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 22, 2024
Entity File Number	001-42280
Entity Registrant Name	CAYSON ACQUISITION CORP
Entity Central Index Key	0002024203
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	420 Lexington Ave
Entity Address, Address Line Two	Suite 2446
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10170
City Area Code	(203)
Local Phone Number	998-5540
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable
Units, each consisting of one ordinary share and one right
Title of 12(b) Security	Units, each consisting of one ordinary share and one right
Trading Symbol	CAPNU
Security Exchange Name	NASDAQ
Ordinary Shares, par value $0.0001 per share
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	CAPN
Security Exchange Name	NASDAQ
Rights, each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination
Title of 12(b) Security	Rights, each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination
Trading Symbol	CAPNR
Security Exchange Name	NASDAQ

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