Cayson Acquisition內部人士存入12.5萬美元，第五度延長業務合併期限至2027年3月

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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): July 22, 2026 (March 18, 2026)

 

 
 CAYSON
 ACQUISITION CORP

 
 (Exact
 Name of Registrant as Specified in Charter)

 
 

 
 Cayman
 Islands
  
 001-42280
  
 N/A 00-0000000

 
 (State
 or Other Jurisdiction

 of
 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 ☒

 

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.

 

As
previously reported, on March 18, 2026, Cayson Acquisition Corp (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 (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 March 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$125,000 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 July 22, 2026,
the Insiders deposited the Contribution for the fifth month of the Extension.

 

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.

 

No
Offer or Solicitation

 

This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act.

 

  

  

 

 

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:
 July 23, 2026
 CAYSON
 ACQUISITION CORP

 
  
  

 
  
 By:
 /s/
 Yawei Cao

 
  
  
 Yawei
 Cao

 
  
  
 Chief
 Executive Officer