UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 19, 2024
CAYSON ACQUISITION CORP
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-42280 | N/A | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
420 Lexington Ave, Suite 2446
New York, NY 10170
(Address of Principal Executive Offices) (Zip Code)
(203) 998-5540
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 | ||
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 1.01. Entry into a Material Definitive Agreement.
On September 19, 2024, the Registration Statement on Form S-1 (SEC File No. 333-280564) (the “Registration Statement”) relating to the initial public offering of units of Cayson Acquisition Corp (the “Company”) was declared effective.
On September 19, 2024, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also adopted an amended and restated memorandum and articles of association. The material terms of such agreements and the amended and restated memorandum and articles of association are fully described in the Company’s final prospectus, dated September 19, 2024, as filed with the SEC on September 20, 2024. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated memorandum and articles of association, which are affixed as exhibits hereto.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 1.1 | Underwriting Agreement between the Company and EarlyBirdCapital Inc., as representative of the underwriters. | |
| 3.1 | Amended and Restated Memorandum and Articles of Association. | |
| 4.1 | Rights Agreement between the Company and Continental Stock Transfer & Trust Company. | |
| 10.1 | Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company. | |
| 10.2 | Registration Rights Agreement between the Company and certain security holders. | |
| 10.3 | Administrative Services Agreement. | |
| 10.4 | Form of Indemnification Agreement. | |
| 10.5 | Share Escrow Agreement. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 20, 2024
| CAYSON ACQUISITION CORP | ||
| By: | /s/ Yawei Cao | |
| Name: | Yawei Cao | |
| Title: | Chief Executive Officer | |