Cayson Acquisition Corp PRE 14A, filed Aug 28, 2026

Cayson Acquisition Corp (CAPN)

PRE 14A 2026-08-28 For: 2026-08-28

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Added on October 22, 2026

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	●	to 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 in the manner set forth in Annex A to the accompany Proxy Statement (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”);

	●	to 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”);

	●	to 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”).

	By Order of the Board of Directors of Cayson Acquisition Corp


	Yawei Cao
	Chairman
	_______, 2026

	●	to resolve as a special resolution, that the Company’s amended and restated memorandum and articles of association as adopted by special resolution September 19, 2024 with effect from September 23, 2024 (the “Existing Memorandum and Articles”) be amended in the manner set forth in Annex A to the accompany Proxy Statement (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”);

	●	to 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”);

	●	to 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”).

Q.		A.
*Why am I receiving this Proxy Statement?*		We are a blank check company incorporated on May 27, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On September 23, 2024, we consummated our IPO from which we derived proceeds that were deposited into our Trust Account. As described in the prospectus for our IPO, we had up to 12 months from the closing of the IPO (or until September 23, 2025) to consummate an initial business combination. However, pursuant to the Articles, we had the right to extend the period of time we had to consummate an initial business combination up to three times by an additional three months each (for a total of up to 21 months from the closing of the IPO, or until June 23, 2026), provided that the Insiders, upon five days’ advance notice prior to the applicable deadline, deposited into the trust account $600,000 (or $0.10 per share) for each extension. The Insiders made such deposit for the first three-month extension in September 2025 and for the second three-month extension in December 2025. On March 18, 2026, we held an extraordinary general meeting virtually, with respect to voting on, among other things, a proposal to extend the date by which we were required to complete an initial business combination on a monthly basis, up to twelve (12) months (or until March 23, 2027) and a proposal to amend the investment management trust agreement, dated September 19, 2024, to allow us to extend the termination date up to twelve times to March 23, 2027 with all twelve extensions comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust Account a payment of $125,000 per extension until March 23, 2027. On each of March 19, 2026, April 22, 2026, May 21, 2026, June 23, 2026, July 22, 2026 and August 26, 2026, $125,000 was deposited into the Trust Account, extending in monthly increments the deadline from March 23, 2026 to September 23, 2026. Without the Extension, if we are unable to complete a business combination on or before September 23, 2026 and the Insiders do not agree to deposit $125,000 into the trust account for the next month extension (which they are under no obligation to do), we would be precluded from completing an initial business combination and, among other things, would be required to cease all operations and ultimately liquidate and dissolve the Company. Accordingly, our Board believes that it is advisable and in our best interest of the Company and our shareholders to obtain the Extension on the terms described herein.

Q.		A.
*What is being voted on?*		You are being asked to vote on:

	●	Proposal No. 2 - The Trust Amendment Proposal - to resolve as an ordinary resolution, that the Trust Amendment be amended to change the terms of the amount of funds necessary to be deposited into the Trust Account to extend the time to consummate an initial business combination as contemplated by the Extension.

	●	Proposal No. 3 - The Adjournment Proposal - to resolve as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to approve the Proposals, be approved.

Q.		A.
*What vote is required to adopt the Extension Proposal?*		The approval of the Extension Proposal requires a special resolution under the Articles, being a resolution passed by a majority of at least two-thirds of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. We would need ___ of the Public Shares to be voted in favor of the Extension Proposal to have it approved (assuming the Insiders vote in favor of such proposal).

Q.		A.
*What vote is required to approve the Trust Amendment Proposal and Adjournment Proposal?*		The approval of each of the Trust Amendment Proposal and Adjournment Proposal requires an ordinary resolution under the Trust Agreement and the Articles, respectively, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Q.		A.
*What if I do not want to vote “FOR” the Extension Amendment or Trust Amendment?*		If you do not want any of the Extension Amendment or Trust Amendment to be approved, you must vote “AGAINST” such proposals. If the Extension Proposal and the Trust Amendment Proposal are approved, and the Extension and Trust Amendment are implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Proposal. Broker “non-votes” and abstentions will count towards the quorum requirement for the Extraordinary General Meeting but will have no effect with respect to the approval of the Proposals (i.e., it will be treated as neither a vote “for” nor “against” any matter and will not be counted when calculating the votes cast). If the Extension Amendment Proposal and Trust Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote. If only the Extension Amendment Proposal is approved, the Company will determine whether to present the Adjournment Proposal for a vote.

Q. *How are votes counted?*		A. Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Extension Amendment Proposal must be approved as a special resolution under the Articles, being a resolution passed by a majority of at least two-thirds of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Trust Amendment Proposal must be approved as an ordinary resolution under the Trust Agreement and the Articles, respectively, being a resolution passed by a simple majority of the votes cast by the shareholders who, being present in person (including virtually) or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Accordingly, a shareholder’s failure to vote by proxy or to vote virtually at the Extraordinary General Meeting means that such shareholder’s ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Q. *If my shares are held in “street name,” will my broker automatically vote them for me?*		A. No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

Q. *What is a quorum requirement?*		A. A quorum of our shareholders is necessary to hold a valid Extraordinary General Meeting. A quorum will be present at the Extraordinary General Meeting if the a majority of the issued and outstanding ordinary shares entitled to vote at such meeting being individual present in person (including virtually) or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the record date for the Extraordinary General Meeting, the holders of at least ______ ordinary shares would be required to achieve a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement, but will not count as a vote cast at the Extraordinary General Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Extraordinary General Meeting.

Q. *What interests do the Company’s Sponsors, directors and officers have in the approval of the proposals?*		A. Our Insiders have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership, including indirect ownership, of Founder Shares and Private Shares and the possibility of future compensatory arrangements.

Q. *Do I have appraisal or dissenters’ rights if I object to the Extension Proposal or Trust Amendment Proposal?*		A. Our shareholders do not have appraisal or dissenters’ rights in connection with the Extension Proposal or Trust Amendment Proposal under Cayman Islands law.

Q. *What do I need to do now?*		A. We urge you to read carefully and consider the information contained in this Proxy Statement, and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business or businesses;

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

	●	our potential ability to obtain additional financing to complete our initial business combination;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

	●	the trust account possibly being subject to claims of third parties; or

	●	our financial performance.

	●	If the Extension Proposal is not approved and we do not consummate a business combination, the Insiders 1,500,000 Founder Shares which were acquired for an aggregate purchase price of $25,000 and the 230,000 Private Shares which were acquired for an aggregate purchase price of $2,300,000 will be worthless (as the holders of the Founder Shares and Private Shares have waived liquidation rights with respect to such securities). Such ordinary shares would have a value of approximately $17.3 million assuming a price of $10.00 per share.
	●	All rights specified in the Articles relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Extension Proposal is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.
	●	The Company’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. If the Extension Proposal is not approved and a business combination is not consummated, these out-of-pocket expenses will not be repaid unless there are funds available outside of the trust account.

	●	Our initial shareholders;

	●	banks, financial institutions, or financial services entities;

	●	broker-dealers;

	●	taxpayers that are subject to the mark-to-market accounting rules;

	●	tax-exempt entities;

	●	S-corporations;

	●	Governments or agencies or instrumentalities thereof;

	●	Insurance companies;

	●	Regulated investment companies;

	●	Real estate investment trusts;

	●	Expatriates or former long-term residents of the United States;

	●	Persons that actually or constructively own five percent or more of our shares;

	●	Persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;

	●	persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or

	●	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.

	●	an individual who is a United States citizen or resident of the United States as determined for United States federal income tax purposes;

	●	a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

	●	a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

	●	any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or rights (which would include the redemption, if such redemption is treated as a sale under the rules discussed above, under the heading “Redemption of Shares”); and

	●	any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed above.

	●	any gain or “excess distribution” will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or rights;

	●	the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

	●	the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

	●	An additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

	●	such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption takes place and certain other conditions are met; or

	●	such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

	●	each of our officers and directors; and

	●	all of our officers and directors as a group.

Name and address of beneficial owner(1)	Amount and nature of beneficial ownership			Approximate percentage of outstanding Ordinary Shares
Yawei Cao		769,780	(2)			%
Cayson Holding LP		750,000	(3)			%
Taylor Zhang		960,220	(4)			%
Annie Liang-Zhou		0	(2)		*
Sanxin Yan		0	(2)		*
Yue Zhuge		0	(2)		*
All officers and directors as a group (five individuals)		1,730,000	(5)			%
Polar Asset Management Partners Inc.(6)		275,000			5.2	%
Wolverine Asset Management LLC(7)		275,700			5.2	%
Mizuho Financial Group, Inc.(8)		645,000			8.2	%
W. R. Berkley Corporation(9)		997,282			9.4	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Cayson Acquisition Corp, 420 Lexington Avenue, Room 2446, New York NY 10170.

(2)	Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in Cayson Holding LP.

(3)	Cayson Holding LP is the record holder of the founder shares and private shares reported herein. Cayson Management LLC is the general partner of Cayson Holding LP and Taylor Zhang is the manager of Cayson Management LLC.

(4)	Represents 750,000 shares held directly by Cayson Holding LP as indicated above in footnote 3 and 210,220 shares held by TenX Global Capital LP, an affiliate of Mr. Zhang. Accordingly, Mr. Zhang is deemed to be the beneficial owner of all of such shares.

(5)	Represents shares beneficially held by Yawei Cao and Taylor Zhang as indicated above in footnotes 3 and 4.

(6)	Represents shares held by Polar Asset Management Partners Inc., which serves as the investment advisor to Polar Multi-Strategy Master Fund with respect to shares held by such entity. The business address of such entity is 16 York Street, Suite 2900, Toronto, Ontario M5J OE6. Based on a Schedule 13G filed on May 15, 2026.

(7)	Wolverine Asset Management, LLC (“WAM”) is an investment adviser and has voting and dispositive power over 403,715 Ordinary Shares. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. Each of Wolverine Holdings, Mr. Bellick, Mr. Gust, and WTP have voting and disposition power over 275,700 Ordinary Shares. The business address of such entities is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604. Based on a Schedule 13G filed on April 20, 2026.

(8)	Represents shares held by Mizuho Financial Group, Inc. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. The business address of such entity is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan. Based on a Schedule 13G/A filed on February 13, 2025.

(9)	The business address is 475 Steamboat Road, Greenwich, CT 06830. Based on a Schedule 13G/A filed on May 7, 2026.

	●	if the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 205 W. 37th Street, New York, NY 10018, to inform us of the shareholder’s request; or

	●	if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

	(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

	(A)	extend the time by which the Company has to consummate a Business Combination; or

	(B)	amend the foregoing provisions of these Articles.”

Proposal 1 — Extension Proposal		FOR		AGAINST		ABSTAIN
Resolved as a special resolution that the Existing Memorandum and Articles be amended in the manner set forth in Annex A to the accompanying Proxy Statement to allow for the board of directors of the Company to extend the date by which the Company must consummate a business combination, as provided for in the proxy statement.		☐		☐		☐

Proposal 2 — Trust Amendment Proposal	FOR	AGAINST	ABSTAIN
Resolved as an ordinary resolution that Trust Agreement be amended to allow for the Extension as provided for in the proxy statement.	☐	☐	☐
Proposal 3 — Adjournment Proposal	FOR	AGAINST	ABSTAIN
Resolved as an ordinary resolution that the extraordinary general meeting be adjourned to a later date or dates, if the Company determines that additional time is necessary to approve the Extension Proposal and Trust Amendment Proposal.	☐	☐	☐

	Dated: ________________________, 2026


	Shareholder’s Signature


	Shareholder’s Signature