Cayson Acquisition Corp 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Ordinary Shares, Rights and units are listed on the Nasdaq Stock Market LLC under the symbols “CAPN”, “CAPNR and” “CAPNU,” respectively. Holders As of December 31, 2025, there was 3 holders of record of our units, 7 holders of record of our Ordinary Shares and 1 holders of record of our Rights . Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On May 29, 2024, Cayson Holding LP acquired an aggregate of 1,725,000 Founder Shares for an aggregate purchase price of $25,000. Cayson Holding LP thereafter transferred an aggregate of 862,500 Founder Shares to Yawei Cao, our Chairman and Chief Executive Officer. The Company also issued to EarlyBirdCapital 100,000 EBC Founder Shares for an aggregate purchase price of $1,450 on May 30, 2024. The issuance of the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act. On September 23, 2024, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share and one Right, each Right entitling the holder thereof 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. EarlyBirdCapital acted as sole book-running manager of the Initial Public Offering and Revere Securities acted as co-manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-280564). The Securities and Exchange Commission declared the registration statement effective on September 19, 2024. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 230,000 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 and TenX Global Capital LP, an affiliate of Taylor Zhang, the Company’s Chief Financial Officer. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except to certain transferees) until after the completion of the Company’s initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On October 15, 2024, the underwriters elected to terminate their over-allotment option and hence an aggregate of 225,000 Founder Shares were forfeited by the Sponsors. 57 Transaction costs amounted to $3,722,527 (net of $300,000 underwriters cash reimbursement of deferred offering cost), consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting commission and $422, 527 (net of $300,000 underwriters cash reimbursement of deferred offering cost) of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the Initial Public Offering. On March 18, 2026, the Company held an extraordinary general meeting at which shareholders voted to approve amendments to the Company’s amended and restated memorandum and articles of association to, among other things, the Company’s board of directors was granted authority to extend the time that the Company has to consummate an initial business combination on a monthly basis, up to twelve (12) months (or until March 23, 2027) provided that the Company’s Sponsors, officers, directors, affiliates or designees lend to the Company an aggregate of $125,000 for each month utilized to consummate an initial business combination and to remove the limitation (the “Redemption Limitation”) that the Company shall not redeem public shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001. In connection with the Meeting, holders of an aggregate of 2,541,908 public shares of the Company exercised their right to have their shares redeemed for a pro rata amount held in the Company’s trust account, or approximately $10.83 per share. As a result, approximately $27.5 million was removed from the trust account for such redemptions. Effective as of March 18, 2026, Mango Financial agreed to lend to the Company an aggregate of $750,000. The first $125,000 of such amount was loaned to the Company and the Company deposited such amount into the trust account in order to extend the time that the Company has to consummate an initial business combination as described above. ITEM 6. [RESERVED] Not applicable.