Form 8-K

8-K — Cayson Acquisition Corp

Accession: 0001493152-26-048713

Filed: 2026-10-27

Period: 2026-10-23

CIK: 0002024203

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): October 23, 2026

CAYSON

ACQUISITION CORP

(Exact

Name of Registrant as Specified in Charter)

Cayman

Islands

001-42280

00-0000000N/A

(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.

October 23, 2026, Cayson Acquisition Corp (the “Company”) entered into a Strategic Cooperation and Services Agreement (the

“Agreement”) with Prisma Global Holding Limited (“Prisma”), a Hong Kong-based entity engaged in corporate brand

management, overseas listing and cross-border capital markets advisory services, investor relations and business development advisory

services. Prisma is led by its Founder and Executive Chairman, Heming Tan (Sam Tan). Pursuant to the Agreement, Prisma has agreed to

assist the Company in obtaining loans of up to $1,000,000 for working capital purposes prior to the consummation of an initial business

combination (the “Working Capital Financing Services”). The terms of any loans will be set forth in the promissory notes

executed in connection with any agreement with a lender. Additionally, Prisma has agreed to introduce the Company to potential sources

of financings of up to $18,000,000 to be consummated simultaneously with the consummation of an initial business combination (the “PIPE

Introduction Services”). In consideration of the Working Capital Financing Services, the Company will pay Prisma a fee of 10% for

each loan committed to the Company, up to a maximum of $100,000 for any loans made to the Company. For the PIPE Introduction Services,

the Company will pay a fee to be mutually agreed between the Company and Prisma prior to execution of any definitive documents for the

financings. The Company has also agreed to reimburse Prisma for certain expenses in connection with its services under the Agreement

in an amount equal to 5% of the aggregate loan amounts actually funded to the Company, up to a maximum of $50,000.

The

foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This

Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company,

nor shall there be any sale of any securities of the Company in any state or jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item

8.01. Other Events.

previously reported, on September 23, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve,

among other matters, a proposal to amend 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”) to allow the Company’s Board to extend the date (the “Extension”) by which the Company had to

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. On October 26,

2026, the Insiders deposited the Contribution for the second month of the Extension.

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

10.1

Strategic Cooperation and Services Agreement

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:

October 27, 2026

CAYSON

ACQUISITION CORP

By:

/s/

Yawei Cao

Yawei

Cao

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Strategic

Cooperation and Services Agreement between Cayson Acquisition Corp. and Prisma Global Holding Limited

Party

A: Cayson Acquisition Corp. (“Cayson”) Place of Incorporation: Cayman Islands

Principal

Business: special purpose acquisition company (SPAC) listed on The Nasdaq Stock Market Authorized Representative: Yawei Cao, Chairman

and Chief Executive Officer

Party

B: Prisma Global Holding Limited (“Prisma”) Place of Incorporation: Hong Kong SAR

Principal

Business: corporate brand management, overseas listing and cross-border capital markets advisory, investor relations, and business development

advisory services

Authorized

Representative: Heming Tan (Sam Tam), Founder and Executive Chairman (Cayson and Prisma are each referred to as a “Party”

and together as the “Parties”.)

WHEREAS:

1. Cayson

is a Cayman Islands exempted company whose ordinary shares, units, and rights are publicly

traded on The Nasdaq Stock Market under the symbols CAPN, CAPNU, and CAPNR, respectively;

2. Cayson

seeks to maintain its public company platform, satisfy applicable Nasdaq requirements, arrange

operating and transaction financing, and complete its initial business combination; and

3. Prisma

is a company incorporated in Hong Kong, principally engaged in corporate brand management,

overseas listing and cross-border capital markets advisory, investor relations, and business

development advisory services.

NOW,

THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. Scope

of Services

Cayson

engages Prisma, and Prisma accepts the engagement, to provide the following services:

1. Working

Capital Financing Services: Assist Cayson in obtaining loans of up to US$1,000,000 in

tranches as working capital prior to the completion of its business combination. The amount,

funding conditions and timing of each tranche shall be as set out in the promissory note

separately signed by the Parties. Prisma shall use reasonable efforts to arrange lenders

and shall have no obligation to lend.

2. PIPE

Introduction Services: Introduce to Cayson PIPE investments of approximately US$18,000,000,

to be completed at the closing of the business combination.

2. Fees

and Payment

1. Financing

Fee: 10% of each loan amount. Each loan shall be remitted by the lender in full, in tranches,

to Cayson’s company account, and Cayson shall pay the financing fee for that loan to

the bank account designated by Prisma within 2 business days after the loan is received;

US$100,000 in total if the full US$1,000,000 is funded.

2. Business

Expense Reimbursement: To reimburse Prisma for travel, accommodation, documentation, coordination

and other expenses incurred in connection with this cooperation, Cayson (or the surviving

listed company) shall pay Prisma, at the closing of the business combination, a one-time

expense reimbursement equal to 5% of the aggregate loan amounts actually funded, as a transaction

expense payable at closing; US$50,000 in total if the full US$1,000,000 is funded. This paragraph

shall not apply if the business combination is not completed.

3. Loan

Terms: The loan shall be provided by an entity designated by Prisma. Upon completion

of the business combination, the lender may elect to have the loan repaid by the surviving

listed company, or to convert the loan in full into ordinary shares of the surviving listed

company at US$ 10.00 per share. The lender waives any claim against Cayson’s trust

account in respect of the loan. Other terms shall be as set out in the promissory note and

related documents separately signed by the Parties.

4. PIPE:

The PIPE subscription price shall reference 85% of the market price; the final price and

terms shall be determined by Cayson’s board of directors. Compensation for the PIPE

introduction services shall be agreed in writing by the Parties before the PIPE subscription

agreements are signed.

5. Non-completion:

If any service is not completed by its agreed date, the fee for that service shall not

be payable; the Parties may agree in writing to extend the date. The Working Capital Financing

Services are charged on the amounts actually funded and are not subject to this paragraph.

3. Responsibilities

1. Cayson

shall promptly provide the information required for the performance of this Agreement and

shall procure the cooperation of its transfer agent and advisors.

2. Prisma

shall provide the services in compliance with applicable laws, shall not give any investor

a price guarantee or repurchase commitment, and shall not disclose any non-public information.

Any activity requiring a license shall be carried out by a duly licensed institution.

4. Payment

Recipient

Prisma

may designate in writing an affiliate or an authorized representative to receive payments under this Agreement.

5. Confidentiality

and Disclosure

Each

Party shall keep confidential the contents of this Agreement and any non-public information obtained in the course of the cooperation.

Cayson may disclose this Agreement as required by applicable laws and Nasdaq rules. Within 4 business days after the signing of this

Agreement, Cayson shall file a Current Report on Form 8-K in respect of this Agreement; the content of any such announcement shall be

subject to Prisma’s prior written confirmation. Prisma and its personnel shall not trade in Cayson’s securities before such

information is made public.

6. Term

and Termination

This

Agreement takes effect upon signature by both Parties and expires on the earlier of the completion of the business combination and September

23, 2027. If either Party materially breaches this Agreement and fails to cure the breach within 10 business days after receiving written

notice, the non-breaching Party may terminate this Agreement by written notice. Termination shall not affect any payment obligations

already accrued or the effect of the loan terms.

7. Governing

Law and Dispute Resolution

This

Agreement shall be governed by the laws of State of New York. Any dispute shall be determined by binding arbitration in the State of

New York, before one arbitrator, and the arbitral award shall be final.

8. Miscellaneous

This

Agreement is written in Chinese and English; in case of any inconsistency, the English version shall prevail. This Agreement is executed

in two counterparts, one for each Party, each having equal legal effect.

Signatures

Party

A: Cayson Acquisition Corp.

Party

B: Prisma Global Holding Limited

Authorized Representative

Yawei Cao

Heming Tan (Sam Tam)

Title

Chairman and Chief Executive Officer

Founder and Executive Chairman

Signature

Date

October 23, 2026

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