Cayson Acquisition Corp

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Effective as of September 23, 2026, Yawei Cao, the Chief Executive Officer of Cayson Acquisition Corp (the “Company”), loaned the Company an aggregate of $60,000. Such funds will be deposited into the trust account established by the Company in connection with its initial public offering pursuant to the Company’s Amended and Restated Memorandum and Articles of Association and trust agreement, as amended, governing the trust account in order to extend the time that the SPAC has to consummate an initial business combination (a “Business Combination”) as described below. The loan is evidenced by a promissory note (the “Note”) issued by the Company to Mr. Cao. The Note bears no interest and is repayable in full upon consummation of a Business Combination. A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note. Item 5.03. Amendments to Articles of Incorporation or Bylaws. The information included in Item 5.07 is incorporated by reference into this item to the extent required. Item 5.07. Submission of Matters to a Vote of Security Holders. On September 23, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following resolutions: 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”); and ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 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 (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 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”). An aggregate of 4,216,565 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of September 1, 2026, were represented in person or by proxy at the Meeting. The Company’s shareholders voted on the proposals at the Meeting, which were approved as follows: (1) Proposal No. 1 — The Extension Proposal For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────── 2,858,762 1,357,803 0 0 (2) Proposal No. 2 — The Trust Amendment Proposal For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────── 2,858,762 1,357,803 0 0 Because quorum was obtained and the other proposals were approved, the Company did not hold a vote on the Adjournment Proposal. The amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar of Companies to effectuate the foregoing are attached hereto as Exhibit 3.1. The Company will also amend that certain Investment Management Trust Agreement, dated September 19, 2024 and amended March 18, 2026, to effectuate the revised payment terms for the Extension adopted at the Meeting. In connection with the Meeting, holders of an aggregate of 1,428,025 public shares of the Company exercised their right to have their shares redeemed for a pro rata amount held in the Company’s trust account. The Company is continuing to seek to attempt to consummate an initial business combination.