UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number: 001-42280 Cayson Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or othe ...

Core Viewpoint - Cayson Acquisition Corp and Mango Financial Limited have entered into a definitive Merger Agreement, which will result in Cayson becoming a wholly owned subsidiary of Mango Group, with the combined entity expected to be listed on Nasdaq [1][10]. Company Overview - Mango Financial Limited, founded in 1970, has evolved from a traditional trading house into a full-service financial institution, offering investment banking, financial advisory, asset management, and securities underwriting and trading [2][13]. - The company is guided by the principle of "Safety First, Wealth Secured," focusing on safeguarding clients' value while expanding its services [2][13]. Investment Highlights - Mango has over 50 years of established relationships with institutional and retail clients and has advised on more than 160 public listings worldwide [7]. - The company holds comprehensive licenses from the Hong Kong Securities and Futures Commission (SFC), enabling it to provide a full suite of capital markets and wealth management services [7]. - Mango operates in Hong Kong, Macau, East Asia, and Mainland China, with plans for expansion into the U.S. market [7]. Management Commentary - Angela Zhang, Chairwoman of Mango, emphasized that the merger with Cayson will facilitate Mango's global expansion and provide access to the U.S. capital markets, enhancing its ability to serve clients internationally [4]. - Yawei Cao, CEO of Cayson, noted that Mango's long-term operating history and strong presence in Asia make it an ideal partner for unlocking growth opportunities [5]. Transaction Overview - The merger will involve the conversion of Cayson units into Mango Group ordinary shares, with existing shareholders of Cayson expected to own 6,600,000 Mango Group ordinary shares post-merger [6][8]. - The transaction has been unanimously approved by the boards of both companies and is subject to shareholder approval and regulatory conditions, with completion expected in the second half of 2025 [10]. Financial Aspects - Mango Group's existing shareholders are expected to own 30 million ordinary shares valued at $300 million at an implied price of $10.00 per share [7]. - The companies plan to pursue a private placement of equity securities of up to $5 million to support ongoing operations and expansion efforts [9].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number: 001-42280 (Address of principal executive offices) (Zip code) (203) 998-5540 (Issuer's telephone number including area co ...

[Cautionary Note Regarding Forward-Looking Statements; Summary of Risk Factors](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements%3B%20Summary%20of%20Risk%20Factors) This section provides a cautionary note on forward-looking statements and summarizes key risks associated with investing in the Company's securities [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section highlights that the Annual Report contains forward-looking statements regarding the Company's future expectations, hopes, beliefs, intentions, or strategies, particularly concerning its ability to select and complete an initial business combination, the performance of target businesses, and financial outcomes. These statements are subject to various risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are based on current expectations and beliefs, but actual results may vary due to risks and uncertainties[13](index=13&type=chunk) - Key areas of forward-looking statements include the ability to select and complete a business combination, target business performance, management retention, potential conflicts of interest, additional financing, target pool, public securities liquidity, use of proceeds, and financial performance[14](index=14&type=chunk) - The Company undertakes no obligation to update or revise forward-looking statements, except as required by applicable securities laws[13](index=13&type=chunk) [Summary of Risk Factors](index=5&type=section&id=Summary%20of%20Risk%20Factors) An investment in the Company's securities carries a high degree of risk, which could materially adversely affect its business, financial condition, and operating results, potentially leading to a decline in security prices and loss of investment - Investment in the Company's securities involves a **high degree of risk**, potentially leading to adverse effects on business, financial condition, and operating results, and a decline in security prices[15](index=15&type=chunk) - Risks include potential dilution from additional share issuance, limited shareholder voting opportunities on business combinations, and the inability to complete the most desirable business combination due to redemption rights[16](index=16&type=chunk) - The Company faces risks related to management's time allocation and potential conflicts of interest, as well as significant challenges and uncertainties associated with acquiring and operating businesses outside the United States, particularly in China, due to regulatory, legal, and economic factors[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) [PART I](index=7&type=section&id=PART%20I) This part details the Company's business operations, including its blank check nature, IPO, business combination strategy, competitive landscape, and limited employee and facility resources [ITEM 1. BUSINESS](index=7&type=section&id=ITEM%201.%20BUSINESS) Cayson Acquisition Corp is a blank check company incorporated in the Cayman Islands, established to effect a business combination with one or more businesses. It completed its IPO in September 2024, raising $60 million, and is focused on identifying target businesses, primarily in Asia, while explicitly excluding those with VIE structures in China - Cayson Acquisition Corp is a blank check company incorporated on **May 27, 2024**, in the Cayman Islands, formed to effect a business combination[21](index=21&type=chunk) - The Company consummated its Initial Public Offering on **September 23, 2024**, selling **6,000,000 Units** at **$10.00 per Unit**, generating **$60,000,000** in gross proceeds[23](index=23&type=chunk) - The Company focuses its search on target businesses in Asia but will not consummate an initial business combination with an entity or business with China operations consolidated through a variable interest entity ("VIE") structure[27](index=27&type=chunk) [Company Overview and IPO](index=7&type=section&id=Company%20Overview%20and%20IPO) This section outlines the Company's incorporation, its IPO, and the initial capital raised and deposited into a Trust Account - Cayson Acquisition Corp was incorporated on **May 27, 2024**, in the Cayman Islands as a blank check company for business combinations[21](index=21&type=chunk) - Sponsors Yawei Cao (CEO) and Cayson Holding LP acquired Founder Shares and Private Placement Units, with **$60,000,000** from the IPO and Private Placement deposited into a Trust Account[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - The underwriters terminated their over-allotment option on **October 15, 2024**, resulting in the forfeiture and cancellation of **225,000 Founder Shares**[25](index=25&type=chunk) [Effecting a Business Combination](index=7&type=section&id=Effecting%20a%20Business%20Combination) This section describes the Company's strategy for identifying, evaluating, and completing an initial business combination, including funding sources and regulatory requirements - The Company intends to use cash from the Trust Account, private financings, and equity for its initial Business Combination, targeting businesses with enterprise values greater than the IPO net proceeds[28](index=28&type=chunk)[29](index=29&type=chunk) - Target businesses are sourced from unaffiliated investment bankers, professionals, and through the business contacts of officers, directors, and Sponsors[31](index=31&type=chunk) - Nasdaq listing rules require the Business Combination to have an aggregate fair market value of at least **80% of the Trust Account assets**, and the Company must acquire **50% or more** of the target's voting securities or a controlling interest[33](index=33&type=chunk)[34](index=34&type=chunk) - The Company may conduct redemptions without a shareholder vote, but will seek approval if required by law or stock exchange rules, or for business/legal reasons[41](index=41&type=chunk)[46](index=46&type=chunk) - Public Shareholders have the right to redeem shares for cash upon completion of the initial business combination, based on the pro-rata amount in the Trust Account[45](index=45&type=chunk) [Competition](index=17&type=section&id=Competition) The Company faces significant competition from various entities for acquisition targets, which may increase costs or hinder successful combinations - The Company faces intense competition from other blank check companies, private equity groups, and operating businesses for acquisition targets, many of whom have greater resources and experience[77](index=77&type=chunk) - The increased number of SPACs since late 2020 has led to fewer attractive targets and increased competition, potentially raising acquisition costs or hindering the ability to find a suitable target[78](index=78&type=chunk) [Employees and Facilities](index=17&type=section&id=Employees%20and%20Facilities) The Company operates with a small executive team and limited facilities, relying on administrative services from an affiliate - The Company has three executive officers who are not obligated to devote specific hours and will only dedicate time as necessary, with no full-time employees prior to a business combination[80](index=80&type=chunk) - Executive offices are located in New York, NY, with a monthly fee of **$10,000** paid to Cayson Holding LP for administrative services until a business combination or liquidation[81](index=81&type=chunk) [ITEM 1A. RISK FACTORS](index=18&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section details the significant risks associated with Cayson Acquisition Corp, a blank check company, covering challenges in identifying and completing a business combination, potential adverse impacts on its securities, risks related to management's conflicts of interest, and substantial risks inherent in acquiring and operating a business outside the United States, particularly in China, due to regulatory, economic, and political uncertainties - The Company, as a blank check company with no operating history, faces risks in completing a business combination, potentially leading to no operating revenues and liquidation[83](index=83&type=chunk) - Public shareholders may not have a vote on the business combination, and the initial shareholders' agreement to vote in favor makes approval more likely, potentially limiting public shareholders' influence to redemption rights[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - The ability of public shareholders to redeem a large number of shares could make the Company unattractive to targets, complicate capital structure, or increase the risk of an unsuccessful business combination[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - The Company faces intense competition for attractive targets, which could increase acquisition costs or prevent a business combination, and may be subject to a **1% U.S. federal excise tax** on redemptions if it domesticates as a U.S. corporation[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - Risks related to management include potential conflicts of interest due to other business commitments and the possibility of management negotiating compensation that influences business combination decisions[152](index=152&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - Acquiring a business outside the U.S., especially in Asia/China, exposes the Company to risks like tariffs, currency fluctuations, unpredictable legal systems, political instability, and strict government regulations on foreign investment, data security, and antitrust[165](index=165&type=chunk)[172](index=172&type=chunk)[180](index=180&type=chunk) - U.S. laws like the HFCAA and AHFCAA could restrict or eliminate the ability to complete business combinations with certain companies, particularly those with auditors not subject to PCAOB inspection, potentially leading to delisting[257](index=257&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk) [Risks Relating to Searching for and Consummating a Business Combination](index=18&type=section&id=Risks%20Relating%20to%20Searching%20for%20and%20Consummating%20a%20Business%20Combination) This section outlines the inherent challenges and uncertainties in identifying, negotiating, and completing a suitable business combination, including market competition and regulatory hurdles - As a blank check company with no operating history, there is no basis to evaluate the Company's ability to achieve its business objective, and failure to complete a business combination means no operating revenues[83](index=83&type=chunk) - Public shareholders may not get to vote on a proposed business combination, and the initial shareholders' agreement to vote in favor makes approval more likely, potentially limiting public shareholders' influence to redemption rights[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - High redemption rates by public shareholders could make the Company's financial condition unattractive to targets, preventing it from meeting closing conditions or optimizing its capital structure[87](index=87&type=chunk)[88](index=88&type=chunk) - The Company's ability to complete a business combination may be adversely affected by infectious disease outbreaks (like COVID-19) and volatile debt/equity markets, which could restrict travel, limit meetings, or make financing unavailable[90](index=90&type=chunk)[91](index=91&type=chunk) - Increased competition from a growing number of SPACs may lead to fewer attractive targets, higher acquisition costs, or an inability to consummate a business combination[92](index=92&type=chunk)[93](index=93&type=chunk) - If the initial business combination involves a U.S. company and the Company domesticates, a **1% U.S. federal excise tax** may be imposed on redemptions, reducing cash available for redemptions or target contributions[94](index=94&type=chunk)[95](index=95&type=chunk) - Changes in D&O insurance market, including increased premiums and less favorable terms, could make negotiating and completing a business combination more difficult and expensive[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - The deadline to complete a business combination (**September 23, 2025**, or **June 23, 2026**, with extensions) gives target businesses leverage and may limit due diligence, potentially leading to unfavorable terms or liquidation[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - Initial shareholders and affiliates may purchase public shares to reduce redemptions or meet closing conditions, potentially completing a business combination that might otherwise fail and reducing the public float[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - Shareholders may lose redemption rights if they fail to receive notice or comply with tendering procedures, or if they hold more than **15% of shares** sold in the IPO (Excess Shares)[106](index=106&type=chunk)[108](index=108&type=chunk) - The Company's lack of a specified maximum redemption threshold means a business combination could be completed even if a substantial majority of public shareholders disagree[113](index=113&type=chunk) - Third-party claims against the Trust Account, despite waiver attempts, could reduce the per-share redemption amount below **$10.00**, and the Sponsors' indemnification may be insufficient[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - In bankruptcy, Trust Account proceeds could be subject to creditor claims, potentially reducing shareholder distributions, and directors could face punitive damages for fiduciary duty breaches[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) - The lack of industry or geographic limitation means investors cannot ascertain specific merits or risks of a target, and the Company may acquire businesses outside management's expertise, leading to unforeseen risks[122](index=122&type=chunk)[123](index=123&type=chunk) - The Company is not always required to obtain an independent valuation opinion, meaning shareholders rely on the board's judgment for fairness of the acquisition price[124](index=124&type=chunk) - Resources spent on uncompleted acquisitions are lost, and simultaneous multiple acquisitions could increase costs and risks, negatively impacting profitability[125](index=125&type=chunk)[126](index=126&type=chunk) - Limited ability to assess target management could lead to acquiring a business with unqualified leadership, negatively impacting post-combination operations and profitability[127](index=127&type=chunk)[128](index=128&type=chunk) - Dependence on a single business post-combination due to limited diversification could expose the Company to significant economic, competitive, and regulatory risks[129](index=129&type=chunk)[130](index=130&type=chunk) - The presence of non-U.S. limited partners in Sponsors and a majority of officers/directors with ties to China may limit the pool of non-PRC acquisition candidates due to foreign ownership restrictions and CFIUS review[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [Risks Relating to our Securities](index=29&type=section&id=Risks%20Relating%20to%20our%20Securities) This section addresses potential adverse impacts on the Company's securities, including delisting risks, dilution from future issuances, and debt-related vulnerabilities - Nasdaq delisting could limit trading, reduce liquidity, classify shares as "penny stock," decrease news coverage, and hinder future financing[135](index=135&type=chunk)[138](index=138&type=chunk) - Issuing additional Ordinary Shares or preference shares for a business combination or employee incentive plan would dilute existing shareholders, potentially subordinate rights, cause a change of control, and adversely affect market prices[137](index=137&type=chunk)[139](index=139&type=chunk) - Incurring substantial debt for a business combination could lead to default, acceleration of obligations, inability to pay dividends, reduced cash flow, and increased vulnerability to adverse economic conditions[140](index=140&type=chunk)[142](index=142&type=chunk) - Registration rights granted to initial shareholders and EBC may make a business combination more difficult or costly and could adversely affect the market price of our Ordinary Shares upon exercise[141](index=141&type=chunk) - The low initial price paid by initial shareholders for Founder Shares creates an economic incentive for them to pursue riskier or less profitable business combinations for public shareholders[143](index=143&type=chunk) - The terms of the Rights can be amended with majority holder approval, potentially adversely affecting holders[144](index=144&type=chunk) - The issuance of Rights, entitling holders to additional Ordinary Shares, could make the Company a less attractive acquisition vehicle and increase the cost of acquiring the target business[145](index=145&type=chunk)[146](index=146&type=chunk) - The requirement to furnish target business financial statements (GAAP/IFRS, PCAOB audited) may limit the pool of potential targets that can provide such financial statements in time[147](index=147&type=chunk) [Risks Related to Our Management](index=32&type=section&id=Risks%20Related%20to%20Our%20Management) This section highlights risks associated with the management team, including potential conflicts of interest, time allocation issues, and dependence on key personnel - The Company's success depends on its management team, and the loss of key personnel post-combination could negatively impact operations and profitability, especially if new management is unfamiliar with SEC requirements[148](index=148&type=chunk)[149](index=149&type=chunk) - Management team members may negotiate employment or consulting agreements with a target business, creating potential conflicts of interest in selecting the most advantageous business combination[150](index=150&type=chunk)[151](index=151&type=chunk) - Officers and directors may allocate time to other businesses or SPACs, leading to conflicts of interest in time devotion and target presentation, negatively impacting the ability to complete a business combination[152](index=152&type=chunk) - Initial shareholders and their affiliates may have competitive pecuniary interests that conflict with the Company's interests, as no policy prohibits them from engaging in similar business activities[153](index=153&type=chunk) - Potential business combinations with affiliated entities, despite independent fairness opinions, may still present conflicts of interest, potentially making terms less advantageous for public shareholders[154](index=154&type=chunk) - Initial shareholders' low acquisition cost for Founder Shares and their agreement to vote in favor of a business combination create an economic incentive for them to pursue riskier targets, potentially conflicting with public shareholders' interests[155](index=155&type=chunk) - Initial shareholders and insiders can exert substantial influence on shareholder votes, potentially in ways not supported by public shareholders, and the staggered board structure further limits public shareholder influence on director elections[156](index=156&type=chunk) [Post-Business-Combination Risks](index=36&type=section&id=Post-Business-Combination%20Risks) This section details risks that may arise after a business combination, such as unforeseen operational issues, market acceptance challenges, and technological adaptation requirements - Despite due diligence, the Company may face write-downs, restructurings, or impairment charges post-combination due to unforeseen issues or external factors, negatively impacting financial condition and share price[157](index=157&type=chunk) - Post-combination success depends on market acceptance of products/services, ability to develop new offerings, and identifying new markets, with risks of declining demand or competitive disadvantage if unable to adapt to technological changes[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - Technology platforms may have unforeseen difficulties, defects, or errors, leading to operational problems, customer dissatisfaction, and adverse effects on business and financial condition[162](index=162&type=chunk) - Failure to anticipate and respond to rapidly changing technology, evolving industry standards, and customer preferences could make products less competitive and materially impair operations and financial results[160](index=160&type=chunk)[163](index=163&type=chunk) - Acquiring a technology business introduces specific risks, including the need to keep pace with evolving technology, vulnerability to cyberattacks, compliance with privacy regulations, intellectual property protection, and adapting to complex regulatory environments in China[164](index=164&type=chunk)[166](index=166&type=chunk) [Risks Related to Acquiring and Operating a Business Outside of the United States](index=37&type=section&id=Risks%20Related%20to%20Acquiring%20and%20Operating%20a%20Business%20Outside%20of%20the%20United%20States) This section covers significant challenges and uncertainties associated with international operations, particularly in Asia and China, including regulatory, economic, and political factors - Acquiring a non-U.S. target exposes the Company to additional risks such as tariffs, currency fluctuations, unexpected regulatory changes, management challenges, and tax issues, which could negatively impact operations[165](index=165&type=chunk)[167](index=167&type=chunk) - Managing cross-border operations is challenging and costly, potentially leading to negative financial and operational performance due to inexperience with foreign business practices, accounting rules, and legal regimes[168](index=168&type=chunk) - Political events, social unrest, regime changes, and unpredictable legal systems in foreign countries, especially in Asia, could adversely affect business operations, asset protection, and financial condition[169](index=169&type=chunk)[170](index=170&type=chunk)[172](index=172&type=chunk) - If the business combination is with a PRC company, PRC laws will govern material agreements, and enforcement of legal rights may be difficult due to uncertainties in the legal system and potential sovereign immunity[175](index=175&type=chunk)[185](index=185&type=chunk) - Deteriorating relations between the U.S. and foreign governments (e.g., trade quotas) could make potential target businesses less attractive and adversely affect operations[176](index=176&type=chunk) - U.S. holders of Ordinary Shares may be disproportionately taxed on foreign currency dividends if the currency value decreases before conversion to U.S. dollars[177](index=177&type=chunk) - Post-combination management unfamiliar with U.S. securities laws could lead to regulatory issues and increased time/resource expenditure[178](index=178&type=chunk) - Currency policies and inflationary pressures in Asia could diminish a target business's success, affect the dollar equivalent of assets, and increase acquisition costs[179](index=179&type=chunk)[180](index=180&type=chunk) - Government regulations in many Asian countries limit or prohibit foreign investments in certain industries, restricting the pool of acquisition candidates and growth potential[181](index=181&type=chunk)[182](index=182&type=chunk)[190](index=190&type=chunk) - Weak corporate governance standards in some Asian countries may hide detrimental issues, and local laws may not prevent improper business practices, adding risk to investments[184](index=184&type=chunk) - PRC regulations on offshore investment activities (SAFE Circular 37, SAFE Notice 13) may limit capital injection into Chinese subsidiaries, profit distribution, and expose beneficial owners to liabilities if registration requirements are not met[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - Compliance with PRC Antitrust Law, especially the amended law effective **August 1, 2022**, may delay or limit the ability to effect an initial business combination, particularly for internet platforms[195](index=195&type=chunk)[196](index=196&type=chunk) - Exchange controls in the PRC (SAFE Circular 19, SAFE Circular 16) may restrict the use of IPO proceeds for PRC acquisitions and limit the ability to utilize cash flow for dividends or operations outside the PRC[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) - National security review by the PRC government (Security Review Regulations, New FISR Measures) for foreign investments, particularly in sensitive fields, could delay or prevent business combinations[201](index=201&type=chunk)[202](index=202&type=chunk) - PRC cybersecurity and data protection laws (Cybersecurity Law, Data Security Law, PIPL, New Measures for Cybersecurity Review) may subject target businesses to review, causing delays, penalties, or limiting acquisition opportunities, especially for companies with over **one million users' personal information**[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) - Equity compensation grants to PRC citizens may require SAFE registration, and regulatory uncertainties could restrict the adoption of equity compensation plans under PRC laws[208](index=208&type=chunk)[209](index=209&type=chunk) - Enhanced scrutiny by PRC tax authorities (SAT Circular 7, SAT Circular 37) on indirect transfers of assets by non-PRC resident enterprises may lead to withholding tax liabilities and increased compliance costs[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) - Chinese government intervention and influence over business activities, including new policies or regulations (e.g., Didi Global, education sector), could materially change operations, affect security values, and hinder offering securities[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk) - PRC laws and regulations are often vague, uncertain, and subject to rapid changes or retroactive application, making interpretation and enforcement difficult and potentially impairing profitability[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk) - Increased governmental oversight on cybersecurity and data privacy, including new regulations like the Draft Regulation on Network Data Security Management and the Measures for Cybersecurity Review, could significantly limit or hinder the ability to offer securities or complete business combinations with China-based targets[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - PRC M&A Rules, Negative List, and Trial Administrative Measures may require CSRC or other PRC governmental approvals for overseas listings or business combinations with China-based targets, leading to delays or sanctions[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) - PRC M&A Rules and other regulations establish complex procedures for foreign acquisitions of Chinese companies, potentially making such transactions more time-consuming and difficult[235](index=235&type=chunk) - Uncertainties under the Foreign Investment Law regarding its interpretation and implementation may impact the ability to pursue acquisitions in China[236](index=236&type=chunk)[237](index=237&type=chunk) - If assets and revenue are primarily in China post-combination, results will be significantly subject to China's economic, political, and legal conditions, including potential slowdowns and government intervention[238](index=238&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk) - Litigation and negative publicity surrounding China-based companies listed in the U.S. could adversely affect the Company's stock price and business[239](index=239&type=chunk) - PRC regulations on loans and direct investment (SAFE Circular 19, SAFE Circular 16) and governmental control over currency conversion may delay or prevent capital contributions to PRC entities, affecting liquidity and business expansion[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk) - Restrictions on dividend payments from PRC operating companies, including requirements to set aside profits and potential withholding taxes, could limit cash flow to the parent company[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - Governmental control of currency conversion in the PRC may limit the ability to utilize net revenue effectively, distribute dividends in foreign currencies, or fund operations outside the PRC[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) - Uncertainties under the PRC EIT Law regarding withholding tax liabilities and treaty benefits for dividends payable by PRC entities could negatively impact the offshore entity[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - U.S. laws like the HFCAA and AHFCAA, requiring PCAOB inspection of auditors, may restrict or eliminate the ability to complete business combinations with certain companies, particularly those using non-inspectable foreign accounting firms, potentially leading to delisting[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - Other U.S. laws and executive orders (e.g., E.O. 13959) may further restrict business combinations with certain businesses[266](index=266&type=chunk) [General Risks](index=57&type=section&id=General%20Risks) This section addresses broad risks such as tax changes, legal system differences, regulatory compliance, and the Company's status as an emerging growth company - Unanticipated changes in effective tax rates or challenges by tax authorities could harm future results, as the Company may become subject to income taxes in various jurisdictions[267](index=267&type=chunk) - As a Cayman Islands exempted company, investors may face difficulties protecting their interests and enforcing U.S. federal court judgments against directors or officers due to differences in legal systems and lack of reciprocal enforcement treaties with China[268](index=268&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) - Changes in laws or regulations, or failure to comply, could adversely affect the business, investments, and results of operations, requiring difficult, time-consuming, and costly compliance efforts[273](index=273&type=chunk)[274](index=274&type=chunk) - As an "emerging growth company" and "smaller reporting company," the Company may use exemptions from disclosure requirements, potentially making its securities less attractive to investors and comparisons with other public companies difficult[275](index=275&type=chunk)[276](index=276&type=chunk)[277](index=277&type=chunk) - If deemed an investment company under the Investment Company Act, the Company would face burdensome compliance requirements and restrictions on activities, hindering its ability to complete a business combination and potentially forcing liquidation[278](index=278&type=chunk)[279](index=279&type=chunk)[280](index=280&type=chunk) - Compliance obligations under the Sarbanes-Oxley Act, particularly Section 404, may make it more difficult and costly to complete a business combination, especially if a target company's internal controls are not compliant[282](index=282&type=chunk) - Provisions in the amended and restated memorandum and articles of association, such as a staggered board and ability to issue preferred shares, may inhibit takeovers, potentially limiting share price and entrenching management[283](index=283&type=chunk) - The Company may not hold an annual meeting until after a business combination, delaying shareholders' opportunity to elect directors and discuss company affairs[284](index=284&type=chunk) - Adverse developments affecting the financial services industry, such as bank failures or liquidity problems, could directly or indirectly impact the Company's liquidity, financial condition, and operations[285](index=285&type=chunk)[286](index=286&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=62&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item is not applicable to the Company - This item is not applicable[287](index=287&type=chunk) [ITEM 1C. CYBERSECURITY](index=62&type=section&id=ITEM%201C.%20CYBERSECURITY) As a blank check company with no business operations, Cayson Acquisition Corp faces limited cybersecurity risk but employs internal procedures, monitoring tools, and anti-virus software to manage foreseeable threats. The Audit Committee oversees cybersecurity risk, and while no attacks have occurred to date, any future incidents could adversely affect the business - As a blank check company with no business operations, the Company does not consider itself to face significant cybersecurity risk[288](index=288&type=chunk) - The Company employs procedures for identifying, protecting, detecting, responding to, and managing cybersecurity risks, including internal reporting, monitoring, and anti-virus software[288](index=288&type=chunk) - The Audit Committee oversees cybersecurity risk and receives regular reports from management; no cybersecurity attacks have been experienced to date, but future attacks could adversely affect the business[289](index=289&type=chunk)[290](index=290&type=chunk) [ITEM 2. PROPERTIES](index=63&type=section&id=ITEM%202.%20PROPERTIES) The Company's executive offices are located in New York, NY, for which it pays a monthly fee of $10,000 to Cayson Holding LP for office space and administrative services until a business combination or liquidation. The current office space is considered adequate - Executive offices are located at **420 Lexington Avenue, Suite 2446, New York, New York 10170**[291](index=291&type=chunk) - A monthly fee of **$10,000** is paid to Cayson Holding LP for office space, secretarial, and administrative services until the completion of an initial Business Combination or liquidation[291](index=291&type=chunk) - The current office space is considered adequate for current operations[291](index=291&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=63&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) There are no material litigation, arbitration, or governmental proceedings currently pending against the Company or its management team - No material litigation, arbitration, or governmental proceedings are currently pending against the Company or its management[292](index=292&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=63&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company - This item is not applicable[293](index=293&type=chunk) [PART II](index=64&type=section&id=PART%20II) This part covers market information for the Company's securities, management's discussion and analysis of financial condition, and disclosures on controls and procedures [ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=64&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY%20AND%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The Company's Ordinary Shares, Rights, and Units are listed on Nasdaq. As of December 31, 2024, there were limited holders of record. The Company has not paid cash dividends and does not intend to prior to a business combination, with future dividend payments dependent on post-combination earnings and board discretion - Ordinary Shares, Rights, and Units are listed on the Nasdaq Stock Market LLC under symbols "**CAPN**," "**CAPNR**," and "**CAPNU**," respectively[296](index=296&type=chunk) - As of **December 31, 2024**, there were **3 holders of record** for units, **7** for Ordinary Shares, and **1** for Rights[297](index=297&type=chunk) - The Company has not paid cash dividends to date and does not intend to prior to completing an initial business combination; future dividends depend on post-combination revenues, earnings, and board discretion[298](index=298&type=chunk) [Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities](index=64&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the issuance of Founder Shares and Private Placement Units, along with the use of IPO proceeds and associated transaction costs - On **May 29, 2024**, Cayson Holding LP acquired **1,725,000 Founder Shares** for **$25,000**, later transferring **862,500** to Yawei Cao[299](index=299&type=chunk) - On **September 23, 2024**, the Company completed its IPO of **6,000,000 Units** at **$10.00 each**, generating **$60,000,000** gross proceeds[300](index=300&type=chunk) - Simultaneously, a private placement of **230,000 Private Placement Units** at **$10.00 each** generated **$2,300,000**, purchased by Yawei Cao and TenX Global Capital LP[301](index=301&type=chunk) - As of **December 31, 2024**, **$60,000,000** was deposited in the Trust Account[302](index=302&type=chunk) - Transaction costs totaled **$3,722,528** (net of **$300,000** underwriter reimbursement), including **$1,200,000** cash underwriting fees and **$2,100,000** deferred underwriting commission[303](index=303&type=chunk) [ITEM 6. [RESERVED]](index=65&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and not applicable - This item is reserved and not applicable[304](index=304&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=65&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Cayson Acquisition Corp, a blank check company, has no operating history or revenues to date, with activities focused on its IPO and identifying a business combination target. For the period ended December 31, 2024, it reported a net income of $475,489, primarily from interest earned on Trust Account investments, offsetting formation and operating costs. The Company faces going concern doubts due to insufficient operating funds and dependence on completing a business combination - The Company is a blank check company with no operating history or revenues, focused on identifying a business combination target, primarily in Asia[306](index=306&type=chunk)[307](index=307&type=chunk) Financial Performance (May 27 - Dec 31, 2024) | Metric | Amount (USD) | | :--- | :--- | | Net Income (May 27 - Dec 31, 2024) | $475,489 | | Formation and Operating Costs | $281,186 | | Interest Earned on Trust Account Investments | $752,079 | | Bank Interest Income | $4,596 | | Cash Used in Operating Activities | $369,218 | | Cash Held in Trust Account (Dec 31, 2025) | $60,752,079 | | Cash Balance (Dec 31, 2025) | $465,254 | | Working Capital Surplus (Dec 31, 2025) | $491,725 | - The Company has insufficient funds to sustain operations until a business combination and relies on potential non-interest bearing loans from sponsors/affiliates, raising substantial doubt about its ability to continue as a going concern[315](index=315&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk) [Other Contractual Obligations](index=67&type=section&id=Other%20Contractual%20Obligations) This section outlines the Company's contractual obligations, including administrative fees and deferred underwriting commissions - The Company has no long-term debt or lease obligations, but pays **$10,000 monthly** to the Sponsor or an affiliate for office space and administrative support, commencing **September 19, 2024**[318](index=318&type=chunk) - A deferred underwriting discount of **$2,100,000** is payable to underwriters upon the closing of an initial business combination from the amounts held in the trust account[319](index=319&type=chunk) [Registration Rights](index=67&type=section&id=Registration%20Rights) This section describes the registration rights granted to certain security holders, enabling them to register their shares for resale - Holders of Founder Shares, EBC founder shares, and Private Placement Units are entitled to registration rights, requiring the Company to register such securities for resale, with the Company bearing the expenses[320](index=320&type=chunk) - The registration rights agreement provides that the Company will not be required to effect or permit any registration until the securities are released from their lock-up restrictions[320](index=320&type=chunk) [Critical Accounting Policies and Estimates](index=67&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the Company's accounting policies and the use of estimates in financial statement preparation, noting no critical estimates identified - The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts, and actual results could materially differ from these estimates[321](index=321&type=chunk) - The Company has not identified any critical accounting estimates, and all significant accounting policies are described in Note 2 of the financial statements[321](index=321&type=chunk) [Recent Accounting Standards](index=67&type=section&id=Recent%20Accounting%20Standards) This section addresses the impact of recently issued accounting standards, specifically ASU 2023-07, on the Company's financial statements - ASU 2023-07, Segment Reporting, effective for fiscal years beginning after **December 15, 2023**, requires new disclosures for segment expenses and CODM usage of segment profit/loss[322](index=322&type=chunk) - This ASU was effective for the Company during the year ended **December 31, 2024**, and did not have a material impact on the financial statements[322](index=322&type=chunk) - Management does not believe any other recently issued, but not yet effective, accounting standards would have a material effect on the financial statements if currently adopted[323](index=323&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=68&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not required for smaller reporting companies - This item is not required for smaller reporting companies[324](index=324&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=68&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This item refers to the financial statements and supplementary data included elsewhere in the report, specifically following Item 15 - Financial statements and supplementary data are included following Item 15 of this report[325](index=325&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES](index=68&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURES) There have been no changes in or disagreements with accountants on accounting and financial disclosures - There are no changes in or disagreements with accountants on accounting and financial disclosures[326](index=326&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=68&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) As of December 31, 2024, the Company's disclosure controls and procedures were not effective due to a lack of segregation of duties and insufficient written policies. The annual report does not include a management's assessment or auditor attestation report on internal controls over financial reporting due to the Company's status as a newly public company. No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - As of **December 31, 2024**, disclosure controls and procedures were not effective due to limited personnel and insufficient written policies for accounting, IT, and financial reporting[328](index=328&type=chunk) - The annual report does not include management's assessment or an auditor attestation report on internal control over financial reporting due to a transition period for newly public companies[329](index=329&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[330](index=330&type=chunk) [ITEM 9B. OTHER INFORMATION](index=68&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) During the quarter ended December 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements, and no information required to be disclosed on a Form 8-K was not disclosed - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended **December 31, 2024**[331](index=331&type=chunk) - All information required to be disclosed on a Form 8-K during the quarter was disclosed[331](index=331&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=68&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the Company - This item is not applicable[332](index=332&type=chunk) [PART III](index=69&type=section&id=PART%20III) This part details the Company's corporate governance, including directors, executive officers, compensation, security ownership, related party transactions, and principal accountant fees [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=69&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section provides an overview of Cayson Acquisition Corp's leadership, including its executive officers and independent directors, their professional backgrounds, and the Company's corporate governance structure. It details the staggered board terms, the roles of the Audit and Compensation Committees (composed of independent directors), and policies like the Code of Ethics and Insider Trading Policy, all designed to ensure compliance and effective oversight Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Yawei Cao | 50 | Chairman and Chief Executive Officer | | Taylor Zhang | 46 | Chief Financial Officer | | Annie Liang-Zhou | 41 | Independent Director | | Raymond (Yong) Xia | 53 | Independent Director | | Yue Zhuge | 55 | Independent Director | - The board of directors is divided into three classes with staggered three-year terms, and officers serve at the discretion of the board[340](index=340&type=chunk)[341](index=341&type=chunk) - The Company has adopted a Code of Ethics and an Insider Trading Policy to govern business and ethical principles and regulate securities transactions by insiders[355](index=355&type=chunk)[356](index=356&type=chunk) [Directors and Executive Officers](index=69&type=section&id=Directors%20and%20Executive%20Officers) This section lists the Company's executive officers and independent directors, highlighting their key roles and professional experience - Yawei Cao (**50**) serves as Chairman and CEO, with extensive experience in financial services, IPOs, and high-tech industrial groups in Hong Kong and China[334](index=334&type=chunk) - Taylor Zhang (**46**) is the CFO, with prior CFO roles at other public companies, including a SPAC that completed a business combination with a pharmaceutical company[335](index=335&type=chunk) - Independent directors include Annie Liang-Zhou (**41**), Managing Partner at Liang Capital Partners; Raymond (Yong) Xia (**53**), with over **25 years** in financial services and GAAP accounting; and Yue Zhuge (**55**), with significant experience in the TMT domain and investment[337](index=337&type=chunk)[338](index=338&type=chunk) [Number and terms of office of officers and directors](index=71&type=section&id=Number%20and%20terms%20of%20office%20of%20officers%20and%20directors) This section describes the staggered board structure and the discretionary appointment of officers, noting the timing of director elections - The board of directors is staggered into three classes, with one class elected each year for a three-year term[340](index=340&type=chunk) - Officers are appointed by the board and serve at its discretion, not for specific terms[341](index=341&type=chunk) - An annual meeting of shareholders to elect new directors may not be held until after the initial business combination[340](index=340&type=chunk) [Executive officer and director compensation](index=71&type=section&id=Executive%20officer%20and%20director%20compensation) This section clarifies that no cash compensation has been paid to executive officers to date, with future compensation subject to board and committee review - No executive officer has received cash compensation for services rendered to date[342](index=342&type=chunk) - Post-business combination, directors or management may receive consulting or management fees, which will be fully disclosed to stockholders[342](index=342&type=chunk) - Any compensation to be paid to executive officers will be determined or recommended by a compensation committee or a majority of independent directors[342](index=342&type=chunk) [Director Independence](index=71&type=section&id=Director%20Independence) This section identifies the independent directors according to Nasdaq and SEC standards and notes their regular independent meetings - Annie Liang-Zhou, Raymond (Yong) Xia, and Yue Zhuge are determined to be "independent directors" as defined in Nasdaq listing standards and applicable SEC rules[344](index=344&type=chunk) - Our independent directors have regularly scheduled meetings at which only independent directors are present[344](index=344&type=chunk) [Audit Committee](index=72&type=section&id=Audit%20Committee) This section details the formation, membership, and responsibilities of the Audit Committee, including oversight of auditors and related party transactions - An audit committee was formed on **September 19, 2024**, with Annie Liang-Zhou and Raymond (Yong) Xia as members, and Mr. Xia serving as Chairman[345](index=345&type=chunk) - Each member meets Nasdaq and SEC independence standards, and Mr. Zhang qualifies as an "audit committee financial expert"[345](index=345&type=chunk)[346](index=346&type=chunk) - The audit committee's functions include oversight of independent auditors, pre-approving audit and non-audit services, reviewing auditor independence, and approving related party transactions[347](index=347&type=chunk)[348](index=348&type=chunk) [Compensation Committee](index=72&type=section&id=Compensation%20Committee) This section describes the establishment, membership, and functions of the Compensation Committee, focusing on executive compensation policies and incentive plans - A compensation committee was established on **September 19, 2024**, with Annie Liang-Zhou (chairwoman), Raymond (Yong) Xia, and Yue Zhuge as independent members[347](index=347&type=chunk) - The committee's functions include reviewing and approving CEO and other officer compensation, executive compensation policies, and administering incentive plans[349](index=349&type=chunk)[354](index=354&type=chunk) - The compensation committee may retain independent consultants or legal counsel, considering their independence[350](index=350&type=chunk) [Director Nominations](index=73&type=section&id=Director%20Nominations) This section explains the process for director nominations, involving independent directors and considering various candidate qualifications - The Company does not have a standing nominating committee; a majority of independent directors may recommend a director nominee for selection by the board[351](index=351&type=chunk) - The board considers educational background, diversity of professional experience, knowledge of the business, integrity, and independence when evaluating director nominees[353](index=353&type=chunk) [Code of Ethics](index=74&type=section&id=Code%20of%20Ethics) This section highlights the adoption of a Code of Ethics applicable to all personnel, codifying business and ethical principles - A code of ethics was adopted on **September 19, 2024**, applicable to all executive officers, directors, and employees, codifying business and ethical principles[355](index=355&type=chunk) [Insider Trading Policy](index=74&type=section&id=Insider%20Trading%20Policy) This section describes the Company's Insider Trading Policy, which prohibits trading securities with material nonpublic information - An insider trading policy prohibits the purchase, sale, or trade of Company securities with knowledge of material nonpublic information, applying to directors, officers, employees, and consultants[356](index=356&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=74&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) No executive officer has received cash compensation to date. The Company pays Cayson Holding LP $10,000 monthly for administrative services. Post-business combination, management may receive consulting or management fees, which will be disclosed. No stock options or long-term incentive awards have been granted - No executive officer has received cash compensation for services rendered to date[357](index=357&type=chunk) - The Company pays Cayson Holding LP **$10,000 per month** for office space and administrative services, starting **September 19, 2024**[357](index=357&type=chunk) - No compensation or fees (excluding expense reimbursements) will be paid to initial stockholders, management, or affiliates prior to or in connection with the initial business combination[358](index=358&type=chunk) - Post-business combination, management may receive consulting or management fees, which will be fully disclosed to shareholders[359](index=359&type=chunk) - No stock options, stock appreciation rights, or other long-term incentive awards have been granted to executive officers or directors since formation[360](index=360&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS](index=74&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) This section details the beneficial ownership of the Company's Ordinary Shares by its officers, directors, and significant shareholders as of the Annual Report date. It also outlines restrictions on the transfer of Founder Shares, EBC Founder Shares, and Private Units, and the registration rights granted to these security holders - The table presents beneficial ownership of Ordinary Shares for key individuals and entities as of the Annual Report date, excluding Rights convertible within **60 days**[361](index=361&type=chunk)[362](index=362&type=chunk) - Initial shareholders have agreed to vote in favor of any proposed business combination, not redeem Founder Shares or Private Placement Shares, and waive liquidation rights for these shares[365](index=365&type=chunk) - Sponsors and their controlling individuals, along with executive officers, are considered "promoters" under federal securities laws[366](index=366&type=chunk) [Beneficial Ownership Table](index=75&type=section&id=Beneficial%20Ownership%20Table) This table presents the beneficial ownership of Ordinary Shares for key individuals and entities, including officers, directors, and major shareholders Beneficial Ownership of Ordinary Shares (as of March 26, 2025) | Name and address of beneficial owner | Amount and nature of beneficial ownership | Approximate percentage of outstanding Ordinary Shares | | :--- | :--- | :--- | | Yawei Cao | 769,780 | 9.8% | | Cayson Holding LP | 750,000 | 9.6% | | Taylor Zhang | 960,220 | 12.3% | | Annie Liang-Zhou | 0 | *% | | Raymond (Yong) Xia | 0 | *% | | Yue Zhuge | 0 | *% | | All officers and directors as a group (five individuals) | 1,730,000 | 22.1% | | Kerry Propper | 420,119 | 5.4% | | Antonio Ruiz-Gimenez | 420,119 | 5.4% | | Wolverine Asset Management LLC | 403,715 | 5.2% | | Mizuho Financial Group, Inc. | 645,000 | 8.2% | - Taylor Zhang is deemed the beneficial owner of shares held by Cayson Holding LP due to his role as manager of its general partner[367](index=367&type=chunk) [Restrictions on Transfers of Founder Shares, EBC Founder Shares, and Private Units](index=76&type=section&id=Restrictions%20on%20Transfers%20of%20Founder%20Shares%2C%20EBC%20Founder%20Shares%2C%20and%20Private%20Units) This section outlines the transfer restrictions applicable to Founder Shares, EBC Founder Shares, and Private Placement Units until a business combination is completed - Founder Shares are held in escrow and cannot be transferred, assigned, or sold until **six months** after the business combination (or earlier upon liquidation/merger), with limited exceptions for permitted transferees[368](index=368&type=chunk) - Private Placement Units and their underlying securities are subject to similar transfer restrictions until the completion of the initial business combination[369](index=369&type=chunk) - EBC Founder Shares are restricted from transfer for **30 days** after the business combination, with similar permitted transferee exceptions[370](index=370&type=chunk) [Registration Rights](index=76&type=section&id=Registration%20Rights) This section describes the registration rights granted to holders of Founder Shares, EBC Founder Shares, Private Placement Units, and Working Capital Units - Holders of Founder Shares, EBC Founder Shares, Private Placement Units, and any Working Capital Units have registration rights, including up to **three demand registrations** and "piggy-back" rights[371](index=371&type=chunk) - The Company bears the expenses of filing such registration statements, which are subject to lock-up restrictions and FINRA Rule 5110(f)(2)(G) limitations for EBC[371](index=371&type=chunk)[372](index=372&type=chunk) [Equity Compensation Plans](index=76&type=section&id=Equity%20Compensation%20Plans) This section states that the Company had no equity compensation plans authorized for issuance as of December 31, 2024 - As of **December 31, 2024**, the Company had no compensation plans under which equity securities were authorized for issuance[373](index=373&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=77&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section details transactions and relationships between the Company and its related parties, including the acquisition of Founder Shares by Sponsors, the private placement of Units, and ongoing administrative service fees. It outlines the Company's policy for reviewing and approving related-party transactions to ensure fairness and discloses the independence status of its directors - Cayson Holding LP and Yawei Cao acquired Founder Shares, and Yawei Cao and TenX Global Capital LP purchased Private Placement Units[374](index=374&type=chunk)[376](index=376&type=chunk) - The Company engaged TenX Global Capital LP as a related party consultant, with **$150,000** paid through the sponsor for services[375](index=375&type=chunk)[480](index=480&type=chunk) - The Company pays Cayson Holding LP **$10,000 per month** for office space and administrative support, starting **September 19, 2024**[379](index=379&type=chunk)[481](index=481&type=chunk) - Initial shareholders, officers, directors, or affiliates may loan funds for transaction costs, convertible into Working Capital Units, with no proceeds from the Trust Account used for repayment if a business combination does not close[381](index=381&type=chunk)[482](index=482&type=chunk) [Related Party Transactions](index=77&type=section&id=Related%20Party%20Transactions) This section details various transactions with related parties, including share issuances, private placements, and administrative service fees - Cayson Holding LP acquired **1,725,000 Founder Shares** for **$25,000**, transferring **862,500** to Yawei Cao. EBC also received **100,000 Founder Shares** for **$1,450**[374](index=374&type=chunk) - Yawei Cao and TenX Global Capital LP purchased **230,000 Private Placement Units** for **$2,300,000** concurrently with the IPO[376](index=376&type=chunk) - No compensation (excluding expense reimbursement) is paid to initial shareholders, officers, directors, or advisors for services prior to or in connection with a business combination[377](index=377&type=chunk) - Sponsors loaned up to **$300,000** for IPO expenses, which were non-interest bearing, unsecured, and repaid upon IPO closing[378](index=378&type=chunk) - **225,000 Founder Shares** were forfeited by the Sponsors on **October 15, 2024**, due to the underwriters terminating their over-allotment option[380](index=380&type=chunk) [Related Party Policy](index=78&type=section&id=Related%20Party%20Policy) This section describes the Company's policy for identifying, reviewing, and approving related-party transactions to prevent conflicts of interest - The Code of Ethics requires avoiding related party transactions that create conflicts of interest, except under board-approved guidelines[383](index=383&type=chunk) - Related-party transactions are defined as those exceeding **$120,000 annually** involving the Company and an executive officer, director, **5%+ beneficial owner**, or their immediate family[383](index=383&type=chunk) - The audit committee is responsible for reviewing and approving related-party transactions, ensuring terms are no less favorable than those from unaffiliated third parties[385](index=385&type=chunk) [Director Independence](index=78&type=section&id=Director%20Independence) This section confirms the independence status of certain directors according to Nasdaq listing rules and notes their independent meetings - Annie Liang-Zhou, Raymond (Yong) Xia, and Yue Zhuge are considered "independent directors" under Nasdaq listing rules[387](index=387&type=chunk) - Independent directors hold regularly scheduled meetings where only they are present[387](index=387&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=78&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details the fees paid to MaloneBailey LLP, the Company's independent registered public accounting firm, for services rendered. It specifies audit fees and confirms no audit-related or other fees were paid for the period from May 27, 2024, through December 31, 2024. The audit committee's pre-approval policy for auditor services is also outlined - MaloneBailey LLP serves as the independent registered public accounting firm[388](index=388&type=chunk) Fees Paid to MaloneBailey LLP (May 27 - Dec 31, 2024) | Fee Type | Amount (USD) | Period | | :--- | :--- | :--- | | Audit Fees | $139,050 | May 27, 2024 - Dec 31, 2024 | | Audit-Related Fees | $0 | May 27, 2024 - Dec 31, 2024 | | All Other Fees | $0 | May 27, 2024 - Dec 31, 2024 | [Pre-Approval Policy](index=78&type=section&id=Pre-Approval%20Policy) This section outlines the audit committee's policy for pre-approving all auditing and permitted non-audit services provided by the independent auditors - The audit committee, formed post-IPO, pre-approves all auditing and permitted non-audit services by the auditors, including fees and terms, subject to de minimis exceptions[392](index=392&type=chunk) - Services rendered prior to the audit committee's formation were approved by the board of directors[392](index=392&type=chunk) [PART IV](index=80&type=section&id=PART%20IV) This part lists the exhibits, financial statements, and schedules included in the report, along with a statement on the Form 10-K summary [ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES](index=80&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENTS%2C%20AND%20SCHEDULES) This section lists the exhibits filed as part of the report, including the Amended and Restated Memorandum and Articles of Association, specimen certificates, agreements, and certifications. It also notes that financial statements are included as part of this report - The report includes a list of exhibits, such as the Amended and Restated Memorandum and Articles of Association, specimen unit/share/rights certificates, and variou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ Commission File Number: 001-42280 Cayson Acquisition Corp (Exact name of registrant as specified in its charter) | --- | --- | |------------- ...