Cayson Acquisition Corp Ordinary shares (CAPN) Form 3 Cayson Acquisition / Dahe Zhang ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zhang Dahe

(Last) (First) (Middle)

420 LEXINGTON AVE, SUITE 2446

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2024

3. Issuer Name and Ticker or Trading Symbol
Cayson Acquisition Corp [ CAPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares	862,500(1)	I(2)	by Cayson Holding LP(2)
Ordinary shares	210,220(3)	I(4)	by TenX Global Capital LP(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights(5)	(5)	(5)	Ordinary shares	21,022(5)	0(5)	I(4)	by TenX Global Capital LP(4)

1. Name and Address of Reporting Person^*

Zhang Dahe

(Last) (First) (Middle)

420 LEXINGTON AVE, SUITE 2446

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cayson Holding LP

(Last) (First) (Middle)

420 LEXINGTON AVE, SUITE 2446

(Street)

NEW YORK NY 10170

(City) (State) (Zip)

Explanation of Responses:

1. Includes 112,500 shares subject to forfeiture in the event the underwriters of the Issuer's initial public offering (the "IPO") do not exercise their overallotment option.

2. These securities are owned directly by Cayson Holding LP, a Delaware limited partnership of which Cayson Management LLC is the general partner. Dahe Zhang is the manager of Cayson Management LLC. Accordingly, Mr. Zhang is deemed to be the beneficial owner of such securities. Mr. Zhang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Includes 210,220 shares contained within units that TenX Global Capital LP has irrevocably agreed to purchase at the closing of the IPO. Does not include a further up to 16,452 shares contained within units that TenX Global Capital LP has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their overallotment option.

4. These securities are owned directly by TenX Global Capital LP, a Delaware limited partnership of which Mr. Zhang is an affiliate. Accordingly, Mr. Zhang is deemed to be the beneficial owner of such securities. Mr. Zhang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

5. Includes 210,220 rights contained within units that TenX Global Capital LP has irrevocably agreed to purchase at the closing of the IPO. Does not include a further up to 16,452 rights contained within units that TenX Global Capital LP has irrevocably agreed to purchase in connection with the IPO if and only if the underwriters of the IPO fully exercise their overallotment option. Each right will convert automatically into 1/10 of one ordinary share at the closing of an initial business combination by the Issuer.

	/s/ Dahe (Taylor) Zhang	09/19/2024
	/s/ Dahe (Taylor) Zhang, as Manager of Cayson Management LLC, General Partner of Cayson Holding LP	09/19/2024
	** Signature of Reporting Person	Date
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