Form 8-K

8-K — Cayson Acquisition Corp

Accession: 0001493152-26-043931

Filed: 2026-09-23

Period: 2026-09-23

CIK: 0002024203

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

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--12-31

0002024203

2026-09-23

0002024203

CAPNU:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember

2026-09-23

0002024203

CAPNU:OrdinarySharesParValue0.0001PerShareMember

2026-09-23

0002024203

CAPNU:RightsEachEntitlingHolderToOneTenthOfOneOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember

2026-09-23

iso4217:USD

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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): September 23, 2026

CAYSON

ACQUISITION CORP

(Exact

Name of Registrant as Specified in Charter)

Cayman

Islands

001-42280

N/A

00-0000000

(State

or Other Jurisdiction

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 ☒

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

1.01. Entry into a Definitive Material Agreement.

The

information included in Item 2.03 and Item 5.07 is incorporated by reference into this item to the extent required.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Effective

as of September 23, 2026, Yawei Cao, the Chief Executive Officer of Cayson Acquisition Corp (the “Company”), loaned the Company

an aggregate of $60,000. Such funds will be deposited into the trust account established by the Company in connection with its initial

public offering pursuant to the Company’s Amended and Restated Memorandum and Articles of Association and trust agreement, as amended,

governing the trust account in order to extend the time that the SPAC has to consummate an initial business combination (a “Business

Combination”) as described below. The loan is evidenced by a promissory note (the “Note”) issued by the Company to

Mr. Cao. The Note bears no interest and is repayable in full upon consummation of a Business Combination.

copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures

set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.

Item

5.03. Amendments to Articles of Incorporation or Bylaws.

The

information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item

5.07. Submission of Matters to a Vote of Security Holders.

September 23, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following resolutions:

●

resolve as a special resolution, that 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 and amended on March 18, 2026 (the “Existing

Memorandum and Articles”) be amended (the “Extension Amendment”), pursuant to which the board of directors of the

Company (the “Board”) may extend the date (the “Extension”) by which the Company must consummate a business

combination (as defined in the Existing Memorandum and Articles) on a monthly basis, up to twelve (12) months (or until September

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$60,000 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 (the “Extension

Proposal”);

●

resolve as an ordinary resolution, that the Investment Management Trust Agreement, dated as of September 19, 2024 and amended on

March 18, 2026 (the “Trust Agreement”), entered into by and between Continental Stock Transfer & Trust Company, as

trustee (the “Trustee”), and the Company be amended (the “Trust Amendment”) to change the amount of funds

to be deposited into the trust account in connection with extending the time to complete an initial business combination as described

in the Extension Proposal (the “Trust Amendment Proposal”); and

●

resolve as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary,

to approve the Extension Proposal and the Trust Amendment Proposal be approved (the “Adjournment Proposal”).

aggregate of 4,216,565 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote

as of the record date of September 1, 2026, were represented in person or by proxy at the Meeting.

The

Company’s shareholders voted on the proposals at the Meeting, which were approved as follows:

(1)

Proposal

No. 1 — The Extension Proposal

For

Against

Abstain

Broker

Non-Votes

2,858,762

1,357,803

(2)

Proposal

No. 2 — The Trust Amendment Proposal

For

Against

Abstain

Broker

Non-Votes

2,858,762

1,357,803

Because

quorum was obtained and the other proposals were approved, the Company did not hold a vote on the Adjournment Proposal.

The

amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar

of Companies to effectuate the foregoing are attached hereto as Exhibit 3.1. The Company will also amend that certain Investment Management

Trust Agreement, dated September 19, 2024 and amended March 18, 2026, to effectuate the revised payment terms for the Extension adopted

at the Meeting.

connection with the Meeting, holders of an aggregate of 1,428,025 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.

The

Company is continuing to seek to attempt to consummate an initial business combination.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

3.1

Amendments to Amended and Restated Memorandum and Articles of Association

10.1

Promissory Note

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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.

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:

September 23, 2026

CAYSON

ACQUISITION CORP

By:

/s/

Yawei Cao

Yawei

Cao

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

FULL

TEXT OF SPECIAL RESOLUTIONS RELATING TO

AMENDMENTS

TO THE

AMENDED

AND RESTATED

MEMORANDUM

AND ARTICLES OF ASSOCIATION

CAYSON

ACQUISITION CORP

respect of the Extension Proposal:

“IT IS RESOLVED as a special resolution that:

(a)

Article

37.8 of the Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution dated 19

September 2024 with effect from 23 September 2024 (the Existing Memorandum and Articles) be deleted in its entirety

and replaced with the following new Article 37.8:

“37.8

The

Company has until 23 September 2026 to consummate a Business Combination, provided however that if the Board of Directors anticipates

that the Company may not be able to consummate a Business Combination by 23 September 2026, the Company may, by Resolution of Directors,

extend the period of time to consummate a Business Combination on a monthly basis, up to twelve (12) months (up to 23 September 2027)

(the Extended Date) to complete a Business Combination, 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 Sponsors and the Company’s

officers, directors, affiliates or designees (collectively, the Insiders) lend to the Company (each a Contribution)

an aggregate of US$60,000 for each month utilized to consummate an Business Combination, which Contributions shall be deposited by

the Company into the Trust Account. In the event that the Company does not consummate a Business Combination by the relevant Extended

Date (subject to all monthly extensions having been validly made in each case) or such later time as the Members of the Company may

approve in accordance with these Articles, the Company shall:

(a)

cease

all operations except for the purpose of winding up;

(b)

promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust

Account and not previously released to the Company to pay income taxes, if any, divided by the number of the Public Shares then in

issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further

liquidation distributions, if any); and

(c)

promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the

directors, liquidate and dissolve,

subject

in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements

of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company

shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in

this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide

for claims of creditors and in all cases subject to the other requirements of Applicable Law.”

(b)

Article

37.9 of the Existing Memorandum and Articles be deleted in its entirety and replaced with the following new Article 37.9:

“37.9

the event that any amendment is made to these Articles:

(a)

that

would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to:

(i)

have

their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 37.2(b) or 37.6; or

(ii)

redeem

100% of the Public Shares if the Company has not consummated an initial Business Combination by the relevant Extended Date (subject

to all monthly extensions having been validly made in each case); or

(b)

with

respect to any other provision relating to the rights of holders of Public Shares (excluding any Public Shares held by Founders),

each

holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares

upon the approval of any such amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account calculated as of two business days prior to the approval of any such amendment, including

interest earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any, divided by

the number of Public Shares then in issue.”

(c)

Article

37.11 of the Existing Memorandum and Articles be deleted in its entirety and replaced with the following new Article 37.11:

“37.11

After

the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination,

the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:

(a)

receive

funds from the Trust Account; or

(b)

vote

as a class with the Public Shares:

(i)

a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business

Combination; or

(ii)

approve an amendment to these Articles to:

(A)

extend

the time by which the Company has to consummate a Business Combination; or

(B)

amend

the foregoing provisions of these Articles.”

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

PROMISSORY

NOTE

$60,000

of September 23, 2026

Cayson

Acquisition Corp (“Maker”) promises to pay to the order of Yawei Cao or its successors or assigns (“Payee”) the

principal sum of Sixty Thousand Dollars and No Cents ($60,000.00) in lawful money of the United States of America, on the terms and conditions

described below.

1. Principal.

The principal balance of this Note shall be repayable on the consummation of the Maker’s

initial merger, capital share exchange, asset acquisition or other similar business combination

with one or more businesses or entities (a “Business Combination”). Payee understands

that if a Business Combination is not consummated, this Note will not be repaid and all amounts

owed hereunder will be forgiven except to the extent that the Maker has funds available to

it outside of its trust account established in connection with its initial public offering.

Interest. No interest shall accrue on the unpaid principal balance of this Note.

Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any

sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges

and finally to the reduction of the unpaid principal balance of this Note.

Events of Default. The following shall constitute Events of Default:

(a) Failure

to Make Required Payments. Failure by Maker to pay the principal of this Note within

five (5) business days following the date when due.

(b)

Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted

or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar

law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator

(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit

of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker

in furtherance of any of the foregoing.

(c)

Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect

of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or

state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or

similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and

the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

Remedies.

(a) Upon

the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice

to Maker, declare this Note to be due and payable, whereupon the principal amount of this

Note, and all other amounts payable thereunder, shall become immediately due and payable

without presentment, demand, protest or other notice of any kind, all of which are hereby

expressly waived, anything contained herein or in the documents evidencing the same to the

contrary notwithstanding.

(b)

Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable

with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of

Payee.

Intentionally Omitted.

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice

of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted

by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting

any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale

under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees

that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon,

may be sold upon any such writ in whole or in part in any order desired by Payee.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or

enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any

other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or

consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee

with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may

become parties hereto without notice to them or affecting their liability hereunder.

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested,

(ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted

delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate

by notice in accordance with this Section:

to Maker:

Cayson

Acquisition Corp

205

W 37th St

New

York, New York 10018

to Payee:

Yawei

Cao

c/o

Cayson Acquisition Corp

205

W 37th St

New

York, New York 10018

Notice

shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission

confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv)

the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail

or delivery service.

10.

Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict

of laws, of the State of New York.

11.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,

and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other

jurisdiction.

WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.

CAYSON

ACQUISITION CORP

By:

/s/

Yawei Cao

Name:

Yawei

Cao

Title:

Chairman

and CEO

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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