Cayson Acquisition Corp(CAPNU) - 2025 Q1 - Quarterly Report

Part I - Financial Information This section provides the company's unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1 – Financial Statements This section presents the unaudited financial statements, including the balance sheets, statement of operations, statement of changes in shareholders' deficit, statement of cash flows, and comprehensive notes detailing the company's financial position, performance, and significant accounting policies Balance Sheets (Unaudited) This table provides a snapshot of the company's assets, liabilities, and shareholders' deficit as of March 31, 2025, and December 31, 2024 | Metric | March 31, 2025 | December 31, 2024 | | :---------------------------------- | :------------- | :---------------- | | Total Assets | $61,877,632 | $61,412,987 | | Cash | $315,185 | $465,254 | | Cash and investments held in trust account | $61,388,253 | $60,752,079 | | Total Liabilities | $2,262,993 | $2,203,025 | | Total Shareholders' Deficit | $(1,773,614) | $(1,542,117) | Statement of Operations (Unaudited) This table details the company's financial performance, including operating costs, other income, and net income for the three months ended March 31, 2025 | Metric | For the Three Months Ended March 31, 2025 | | :------------------------------------------ | :-------------------------------------- | | Formation and operating costs | $235,799 | | Loss from operations | $(235,799) | | Bank interest income | $4,302 | | Interest earned on cash and investments held in Trust Account | $636,174 | | Total other income | $640,476 | | Net Income | $404,677 | | Basic and diluted net income per share, ordinary shares subject to possible redemption | $0.05 | | Basic and diluted net loss per share, ordinary shares, non-redeemable | $0.05 | Statement of Changes in Shareholders' Deficit (Unaudited) This table outlines the changes in the company's shareholders' deficit, reflecting net income and adjustments for redeemable ordinary shares | Item | Amount | | :------------------------------------------ | :------------- | | Balance as of December 31, 2024 | $(1,542,117) | | Subsequent measurement of ordinary shares subject to possible redemption | $(636,174) | | Net income | $404,677 | | Balance as of March 31, 2025 | $(1,773,614) | Statement of Cash Flows (Unaudited) This table summarizes the cash inflows and outflows from operating activities and the overall change in cash for the three months ended March 31, 2025 | Item | For the Three Months Ended March 31, 2025 | | :------------------------------------------ | :-------------------------------------- | | Net income | $404,677 | | Interest earned on cash and investments held in Trust Account | $(636,174) | | Cash used in operating activities | $(150,069) | | Net decrease in cash | $(150,069) | | Cash at beginning of the period | $465,254 | | Cash at year end | $315,185 | Notes to Unaudited Financial Statements These notes provide detailed explanations of the company's formation, significant accounting policies, financial instruments, and other relevant disclosures - Cayson Acquisition Corp was incorporated on May 27, 2024, as a blank check company to effect a business combination, with its IPO completed on September 23, 2024, generating gross proceeds of $60,000,000[18][20][21] - As of March 31, 2025, the company had $315,185 in its operating bank account and working capital of $282,923, leading management to conclude that these conditions raise substantial doubt about the company's ability to continue as a going concern within one year[25][26] - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[28][29] - Ordinary shares subject to possible redemption are presented as temporary equity, amounting to $61,388,253 as of March 31, 2025, and $60,752,079 as of December 31, 2024[49] - The company operates as a single segment, with the Chief Financial Officer serving as the chief operating decision maker, reviewing formation and operating costs and interest earned on trust account investments[53][54] - On September 23, 2024, the company sold 6,000,000 units at $10.00 per unit in its IPO, each unit consisting of one ordinary share and one right to receive one-tenth of one ordinary share upon business combination[57] - Simultaneously with the IPO, 230,000 Private Placement Units were sold to the sponsors at $10.00 per unit, with proceeds added to the Trust Account[58] - Sponsors received 1,725,000 founder shares for $25,000, and EBC received 100,000 EBC founder shares for $1,450. Subsequently, 225,000 founder shares were forfeited due to the underwriters' over-allotment option expiring[59][61][63] - The company has registration rights agreements for Founder Shares, EBC Founder Shares, and Private Placement Units. Underwriters are entitled to a deferred underwriting discount of $2,100,000, payable upon the closing of an initial business combination[73][75] - As of March 31, 2025, and December 31, 2024, there were 1,830,000 ordinary shares issued and outstanding (excluding 6,000,000 shares subject to possible redemption), comprising Founder Shares, EBC Founder Shares, and Private Placement Units[77] - No subsequent events requiring adjustment or disclosure were identified through the financial statement issuance date[79] Cash and Investments Held in Trust Account | Item | March 31, 2025 | December 31, 2024 | | :---------------------------------- | :------------- | :---------------- | | Cash and investments held in trust account | $61,388,253 | $60,752,079 | Fair Value Measurements | Asset | March 31, 2025 (Level 1) | December 31, 2024 (Level 1) | | :---------------------------------- | :----------------------- | :------------------------ | | Cash and investments held in trust account | $61,388,253 | $60,752,079 | Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, emphasizing its status as a blank check company, its lack of operating revenues, and the significant going concern uncertainty due to insufficient operating funds Overview This overview describes Cayson Acquisition Corp as a blank check company formed for a business combination, currently without operating revenues - Cayson Acquisition Corp is a blank check company formed to effect a business combination, primarily targeting businesses in Asia, and has not yet selected a specific target[82] - The company has not generated operating revenues to date and expects to generate non-operating income from interest on the trust account[83] Results of Operations This section presents the key financial metrics for the three months ended March 31, 2025, highlighting net income and interest earned | Metric | For the Three Months Ended March 31, 2025 | | :------------------------------------------ | :-------------------------------------- | | Net Income | $404,677 | | Interest earned on cash and investments held in Trust Account | $636,174 | | Bank interest income | $4,302 | | Formation and operating costs | $235,799 | Liquidity, Capital Resources and Going Concern This section discusses the company's financial resources, including IPO proceeds and trust account balances, and addresses the substantial doubt about its ability to continue as a going concern - The company completed its IPO on September 23, 2024, raising $60,000,000, and a private placement of 230,000 units for $2,300,000, with $60,000,000 placed in the Trust Account[85][86] - Management believes the company has insufficient funds to sustain operations prior to an initial business combination, raising substantial doubt about its ability to continue as a going concern within one year[91][93] - Sponsors, officers, or directors may provide non-interest bearing loans up to $1,500,000 to fund working capital deficiencies, convertible into private placement-equivalent units[91] Liquidity and Capital Resources | Metric | As of March 31, 2025 | | :---------------------------------- | :------------------- | | Cash balance | $315,185 | | Working capital | $282,923 | | Cash and investments held in Trust Account | $61,388,253 | Related Party Transactions This section details transactions with related parties, including the issuance of founder shares, transfer restrictions, and administrative fees - Sponsors received 1,725,000 Founder Shares for $25,000, and EBC received 100,000 EBC founder shares for $1,450. 225,000 Founder Shares were forfeited due to the underwriters' over-allotment option expiring[95][96] - Founder Shares and EBC Founder Shares are subject to transfer restrictions and waivers of redemption/liquidation rights in certain scenarios, despite having similar shareholder rights to public shares[97][98][99] - A $300,000 unsecured promissory note from the Sponsors expired upon the IPO closing with no outstanding amounts[101] - An administration fee of up to $10,000 per month is charged by a sponsor for office, utilities, and personnel, with $4,194 accrued as of March 31, 2025[105] Other Contractual Obligations This section outlines the company's contractual commitments, including administrative fees and deferred underwriting discounts - The company has an agreement to pay $10,000 per month to a sponsor or its affiliate for office space, utilities, and administrative support until the earlier of business combination completion or liquidation[107] - A deferred underwriting discount of $2,100,000 (3.5% of IPO gross proceeds) is payable to underwriters upon the closing of an initial business combination[108] Registration Rights This section describes the registration rights granted to holders of Founder Shares, EBC founder shares, and Private Placement Units for resale of their securities - Holders of Founder Shares, EBC founder shares, and Private Placement Units are entitled to registration rights, allowing them to demand the company register their securities for resale, subject to lock-up restrictions[109][110] Critical Accounting Estimates Management has not identified any critical accounting estimates that would materially affect the financial statements - Management has not identified any critical accounting estimates that would materially affect the financial statements[111] Recent Accounting Standards Management does not believe any recently issued, but not yet effective, accounting standards would have a material effect on the financial statements - Management does not believe any recently issued, but not yet effective, accounting standards would have a material effect on the financial statements if currently adopted[112] Item 3 – Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Cayson Acquisition Corp is not required to provide detailed quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is exempt from providing quantitative and qualitative disclosures about market risk[113] Item 4 – Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures, concluding that they were not effective as of March 31, 2025, and notes no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures The CEO and CFO concluded that the company's disclosure controls and procedures were not effective at a reasonable assurance level as of March 31, 2025 - As of March 31, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were not effective at a reasonable assurance level[115] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[116] Part II - Other Information This section covers unregistered sales of equity securities, use of IPO proceeds, other information, and a list of exhibits filed with the report Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds This section details the unregistered sales of equity securities, including founder shares and private placement units, and the use of proceeds from the IPO, primarily for the trust account and transaction costs - On May 29, 2024, sponsors acquired 1,725,000 founder shares for $25,000, and EBC acquired 100,000 ordinary shares for $1,450, both exempt under Section 4(a)(2) of the Securities Act[117] - The IPO on September 23, 2024, sold 6,000,000 units at $10.00 each, generating $60,000,000 gross proceeds[118] - Simultaneously, 230,000 Private Placement Units were sold to sponsors for $2,300,000, also exempt under Section 4(a)(2)[119] - $60,000,000 from the IPO was deposited into the trust account[120] - Transaction costs totaled $3,722,528, including $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting commission, and $422,528 of other offering costs[121] Item 5 – Other Information No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025 - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025[123] Item 6 – Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - Includes certifications from the Principal Executive Officer (31.1, 32.1) and Principal Financial Officer (31.2, 32.2) pursuant to the Securities Exchange Act and Sarbanes-Oxley Act[124] - Contains Inline XBRL documents for the instance, schema, calculation, definition, label, and presentation linkbases, and the cover page interactive data file[124] Signatures This section confirms the official signing of the report by the company's Chief Executive Officer and Chief Financial Officer - The report was signed by Yawei Cao, Chief Executive Officer, and Taylor Zhang, Chief Financial Officer, on May 7, 2025[128]