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, 2025

☐	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/A00-0000000
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

205 W 37th St, New York, NY		10018
(Address of principal executive offices)		(Zip code)

(203) 998-5540

(Issuer’s telephone number including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share and one right	CAPNU	The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share	CAPN	The Nasdaq Stock Market LLC
Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination	CAPNR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2025, the registrant had 7,830,000 ordinary shares, $0.0001 par value, outstanding.

	INDEX
Part I - Financial Information

Item 1 – Financial Statements	2

Balance Sheets (Unaudited)	2

Statements of Operations (Unaudited)	3

Statements of Changes in Shareholders’ Deficit (Unaudited)	4

Statements of Cash Flows (Unaudited)	6

Notes to Unaudited Financial Statements	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	20

Item 4 – Controls and Procedures	20

Part II - Other Information

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 5 – Other Information	21

Item 6 – Exhibits	22

Signatures	23

Part I - Financial Information

Item 1 – Financial Statements

CAYSON ACQUISITION CORP

BALANCE SHEETS (UNAUDITED)

	September 30, 2025			December 31, 2024

ASSETS
Current Assets
Cash	$	87,898		$	465,254
Prepaid expenses		128,804			129,496
Total Current Assets		216,702			594,750
Prepaid expenses - non-current		-			66,158
Cash held in escrow account		600,000			-
Cash and investments held in trust account		62,676,305			60,752,079
Total Non-current assets		63,276,305			60,818,237
Total Assets	$	63,493,007		$	61,412,987

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accrued offering costs	$	75,000		$	65,000
Accrued expenses		23,479			38,025
Promissory note		300,000			-
Promissory note - related party		300,000			-
Promissory note		300,000			-
Total Current Liabilities		698,479			103,025
Deferred underwriting commission payable		2,100,000			2,100,000
Total Liabilities		2,798,479			2,203,025

Commitments and contingencies		-
Ordinary shares subject to possible redemption 6,000,000 shares at a redemption value of $10.55 and $10.13 per share as of September 30, 2025 and December 31, 2024, respectively		63,276,305			60,752,079

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		-			-
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,830,000 shares issued and outstanding (excluding 6,000,000 shares subject to redemption)		183			183
Additional paid-in capital		-			-
Accumulated deficit		(2,581,960	)		(1,542,300	)

Total Shareholders’ Deficit		(2,581,777	)		(1,542,117	)
Total Liabilities and Shareholders’ Deficit	$	63,493,007		$	61,412,987

The accompanying notes are an integral part of the unaudited financial statements.

CAYSON ACQUISITION CORP

STATEMENTS OF OPERATIONS

(UNAUDITED)

	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025			FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024			FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025			FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
Formation and operating costs	$	234,096		$	87,519		$	729,008		$	147,438
Loss from operations		(234,096	)		(87,519	)		(729,008	)		(147,438	)

Other Income
Bank interest income		1,663			7			8,623			7
Interest earned on cash and investments held in Trust Account		648,039			56,234			1,924,226			56,234
Total other income		649,702			56,241			1,932,849			56,241

Net income (loss)	$	415,606		$	(31,278	)	$	1,203,841		$	(91,197	)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		6,000,000			521,739			6,000,000			377,953
Basic and diluted net income (loss) per share, ordinary shares subject to possible redemption	$	0.05		$	(0.01	)	$	0.15		$	(0.04	)
Basic and diluted weighted average shares outstanding, ordinary shares, non-redeemable		1,830,000			1,845,000			1,830,000			1,809,961
Basic and diluted net income (loss) per share, ordinary shares, non-redeemable	$	0.05		$	(0.01	)	$	0.15		$	(0.04	)

The accompanying notes are an integral part of the unaudited financial statements.

CAYSON ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

	Shares		Amount		Capital			Deficit			Deficit
	Ordinary Shares				Additional Paid-in			Accumulated			Shareholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2024		1,830,000	$	183	$	-		$	(1,542,300	)	$	(1,542,117	)

Subsequent measurement of ordinary shares subject to possible redemption		-		-		-			(636,174	)		(636,174	)
Net income		-		-		-			404,677			404,677
Balance as of March 31, 2025		1,830,000	$	183	$	-		$	(1,773,797	)	$	(1,773,614	)

Contribution of transaction cost		-		-		154,377			-			154,377
Subsequent measurement of ordinary shares subject to possible redemption		-		-		-			(640,013	)		(640,013	)
Net income		-		-		-			383,558			383,558
Balance as of June 30, 2025		1,830,000	$	183	$	154,377		$	(2,030,252	)	$	(1,875,692	)

Contribution of transaction cost		-		-		126,348			-			126,348
Subsequent measurement of ordinary shares subject to possible redemption		-		-		(280,725	)		(367,314	)		(648,039	)
Extension funds attributable to ordinary shares subject to redemption		-		-		-			(600,000	)		(600,000	)
Net income		-		-		-			415,606			415,606
Balance as of September 30, 2025		1,830,000	$	183	$	-		$	(2,581,960	)	$	(2,581,777	)

The accompanying notes are an integral part of the unaudited financial statements.

FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

(UNAUDITED)

	Ordinary Shares						Additional Paid-in			Accumulated			Shareholders’ Equity
	Shares			Amount			Capital			Deficit			(Deficit)
Balance as of May 27, 2024 (inception)		-		$	-		$	-		$	-		$	-
Balance		-		$	-		$	-		$	-		$	-
Ordinary shares issued to Sponsor		1,725,000			173			24,827			-			25,000
Shares Issued to EBC		100,000			10			131,990			-			132,000
Net loss		-			-			-			(59,919	)		(59,919	)
Balance as of June 30, 2024		1,825,000			183			156,817			(59,919	)		97,081
Balance		1,825,000			183			156,817			(59,919	)		97,081

Proceeds from sale of public units		6,000,000			600			59,999,400			-			60,000,000
Proceeds from sale of 230,000 private units		230,000			23			2,299,977			-			2,300,000
Allocation of offering costs to ordinary shares subject to possible redemption		-			-			(3,722,527	)		-			(3,722,527	)
Initial classification of ordinary shares subject to redemption to temporary equity		(6,000,000	)		(600	)		(59,279,400	)		-			(59,280,000	)
Allocation of offering costs to ordinary shares subject to redemption		-			-			3,974,257			-			3,974,257
Accretion of additional paid in capital to accumulated deficit		-			-			(3,428,524	)		(1,265,733	)		(4,694,257	)
Subsequent measurement of common stock subject to possible redemption		-			-			-			(56,234	)		(56,234	)
Net loss		-			-			-			(31,278	)		(31,278	)
Net Income (loss)		-			-			-			(31,278	)		(31,278	)
Balance as of September 30, 2024		2,055,000		$	206		$	-		$	(1,413,164	)	$	(1,412,958	)
Balance		2,055,000		$	206		$	-		$	(1,413,164	)	$	(1,412,958	)

The accompanying notes are an integral part of the unaudited financial statements.

CAYSON ACQUISITION CORP

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025			FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1,203,841		$	(91,197	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and investments held in Trust Account		(1,924,226	)		(56,234	)
Changes in operating assets and liabilities:
Accrued offering costs		10,000			65,000
Accrued expenses		266,179			29,250
Prepaid expense		66,850			(205,421	)

CASH USED IN OPERATING ACTIVITIES		(377,356	)		(258,602	)

CASH FLOWS FROM INVESTING ACTIVITIES
Extension payments held in escrow account		(600,000	)		-
Investment of cash in Trust Account		-			(60,000,000	)

CASH USED IN INVESTING ACTIVITIES		(600,000	)		(60,000,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory note		300,000			-
Proceeds from promissory note - related party		300,000			-
Proceeds from issuance of EBC Founders Share		-			1,450
Proceeds from initial public offering		-			60,000,000
Proceeds from private placement		-			2,300,000
Payment of underwriter’s discount		-			(1,200,000)
Borrowings from related party		-			261,317
Repayment of borrowings from related party		-			(261,317	)
Payment of offering costs		-			(266,978	)

CASH PROVIDED BY FINANCING ACTIVITIES		600,000			60,834,472

NET CHANGE IN CASH		(377,356	)		575,870
CASH AT BEGINNING OF THE PERIOD		465,254			-
CASH AT END OF PERIOD	$	87,898		$	575,870

Supplemental disclosure of cash flow information:
Issuance of founder shares in exchange for deferred offering costs	$	-		$	25,000
Fair value of EBC Founder Shares charged to deferred offering costs	$	-		$	130,550
Allocation of offering costs to ordinary shares subject to redemption	$	-		$	3,974,257
Allocation of offering costs to ordinary shares subject to possible redemption	$	-		$	3,722,527
Initial classification of ordinary shares subject to redemption to temporary equity	$	-		$	59,280,000
Accretion of additional paid in capital to accumulated deficit	$	-		$	4,694,257
Contribution of transaction cost	$	280,725		$	-
Subsequent measurement of ordinary shares subject to possible redemption	$	1,924,226		$	56,234
Extension funds attributable to ordinary shares subject to redemption	$	600,000		$	-

The accompanying notes are an integral part of the unaudited financial statements.

CAYSON ACQUISITION CORP

Notes to the financial statements (UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Organizational and General

Cayson Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on May 27, 2024. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company’s sponsors are Yawei Cao and Cayson Holding LP, a Delaware limited partnership (the “Sponsors”). As of September 30, 2025, the Company had not commenced any operations. All activity for the period from May 27, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for our initial Business Combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on September 19, 2024. On September 23, 2024, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $60,000,000, which is described in Note 3, and the sale of 230,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, that was closed simultaneously with the IPO. Additionally, on October 15, 2024, the underwriters’ over-allotment option expired and the Sponsors forfeited an aggregate of 225,000 founder shares.

Transaction costs amounted to $3,722,527 (net of $300,000 underwriters cash reimbursement of deferred offering cost), consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting commission and $422,527 (net of $300,000 underwriters cash reimbursement of deferred offering cost) of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

The Company will have until up to 21 months, if the Company extends the time to complete a Business Combination (the “Combination Period”). If the Company does not complete an initial Business Combination within the Combination Period and such time period is not further extended by the Company’s shareholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Trust Account

On September 23, 2024, a total of $60,000,000 of the net proceeds from the Initial Public Offering, including proceeds of the sale of the Private Placement Units, was deposited in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Proposed Business Combination

On July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Mango Financial Group Limited, a Cayman Islands exempted company ( “Mango Group” or “MFG”), North Water Investment Group Holdings Limited (“North Water”), the parent company of Mango Financial, and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Group (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.

On September 11, 2025, the parties entered into an amendment to the Merger Agreement (the “Amendment”).

Pursuant to the Agreement, upon the closing of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary of Mango Group, which will become the parent company of Mango Financial.

Extension of Time to Consummate Business Combination

Effective as of September 17, 2025, Cayson Holding LP, one of the Company’s Sponsors, and Mango Financial Limited (“Mango Financial”) loaned the Company an aggregate of $600,000. Such funds were deposited into escrow account managed by the Company’s trustee, Continental. On October 10, 2025, the Company’s trustee, deposited $600,000 into the Trust Account. Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business Combination from September 23, 2025 to January 23, 2026.

Going Concern Consideration

As of September 30, 2025, the Company had $87,898 in its operating bank account and a working capital deficit of $481,777. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 27, 2024 (inception) through December 31, 2024 included the Company’s Annual Report on Form 10-K, as filed with the SEC on March 26, 2025. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had cash of $87,898 and $465,254, respectively.

Cash and investments held in Trust Account

As of September 30, 2025 and December 31, 2024, the Company had $62,676,305 and $60,752,079, respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S. government securities. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on cash and investments held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of cash and investments held in the Trust Account is determined using available market information.

Cash held in escrow account

As of September 30, 2025, the Company had $600,000 in cash held in escrow account by the Company’s trustee, Continental Stock Transfer & Trust Company (“Continental”), which was not deposited to Trust Account as of September 30, 2025. On October 10, 2025, the full amount was deposited in the Trust Account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of September 30, 2025 and December 31, 2024, $0 and $215,254, respectively, was uninsured.

Offering Costs associated with the IPO

The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between public shares and public rights based on the estimated fair value of public shares and public rights at the date of issuance. Offering costs of $3,722,527 (net of $300,000 underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon completion of the IPO and $3,974,257 was allocated to public shares which are subject to redemption based on the estimated fair value of the public on the IPO date.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

Any interest payable in respect to US debt obligations held in the Trust Account is intended to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective jurisdictions based on applicable laws. For instance, U.S. persons may be subject to tax on the amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income (loss) per share of ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary share outstanding for the period. Remeasurement of carrying value to redemption value of redeemable shares of ordinary share is excluded from income (losses) per share as the redemption value approximates fair value.

For the three and nine months ended September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

The net income per share presented in the statement of operations is based on the following:

	Redeemable shares		Non-Redeemable Shares		Redeemable shares			Non-Redeemable Shares			Redeemable shares		Non-Redeemable Shares		Redeemable shares			Non-Redeemable Shares
	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025				FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024						FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025				FOR THE PERIOD FROM MAY 27, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
	Redeemable shares		Non-Redeemable Shares		Redeemable shares			Non-Redeemable Shares			Redeemable shares		Non-Redeemable Shares		Redeemable shares			Non-Redeemable Shares
Basic and diluted net income (loss) per share
Numerators:
Allocation of net income (loss)		318,472		97,134		(6,895	)		(24,383	)		922,483		281,358		(15,754	)		(75,443	)
Denominators:
Weighted-average shares outstanding		6,000,000		1,830,000		521,739			1,845,000			6,000,000		1,830,000		377,953			1,809,961
Basic and diluted net income (loss) per share	$	0.05	$	0.05	$	(0.01	)	$	(0.01	)	$	0.15	$	0.15	$	(0.04	)	$	(0.04	)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted

Significant

Prices in

Other

As of

Active

Observable

Unobservable

September 30,

Markets

Inputs

2025

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash and investments held in trust account

62,676,305

—

Quoted

Significant

Prices in

Other

As of

Active

Observable

Unobservable

December 31,

Markets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash and investments held in trust account

60,752,079

—

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2025 and December 31, 2024, ordinary shares subject to possible redemption in an amount of $63,276,305 and $60,752,079, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance at the period end.

As of September 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Total public offering gross proceeds	$	60,000,000
Less:
Proceeds allocated to public rights		(720,000	)
Offering costs allocated to public shares subject to possible redemption		(3,974,257	)

Plus:
Accretion of carrying value to redemption value		4,694,257
Ordinary shares subject to possible redemption	$	60,000,000

Plus:
Subsequent measurement of ordinary shares subject to possible redemption		752,079
Ordinary shares subject to possible redemption, as of December 31, 2024	$	60,752,079

Plus:
Subsequent measurement of ordinary shares subject to possible redemption		1,924,226
Extension funds attributable to ordinary shares subject to redemption		600,000
Ordinary shares subject to possible redemption, as of September 30, 2025	$	63,276,305

Segment Reporting

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s Chief Financial Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation and operating costs and interest earned on cash and investments held in Trust Account which include the accompanying statements of operations.

The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and formation and operating costs. The CODM reviews interest earned on cash and investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

On September 23, 2024, the Company sold 6,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 8). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights. The Company also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments. On October 15, 2024, the underwriters’ over-allotment option expired and the Sponsors forfeited an aggregate of 225,000 founder shares.

NOTE 4 — PRIVATE PLACEMENTS

Simultaneously with the closing of the IPO, the Company consummated the private sale of 230,000 Private Placement Units to Yawei Cao, the Chairman and Chief Executive Officer of the Company, and TenX Global Capital LP (“TenX”), an affiliate of Dahe (Taylor) Zhang, the Company’s Chief Financial Officer. Each Unit consists of one share of ordinary shares and one right to receive one-tenths (1/10) of one Ordinary Share upon the consummation of the Company’s initial Business Combination. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares and EBC Founder Shares

On May 29, 2024, the Sponsors received 1,725,000 of the Company’s ordinary shares in exchange for $25,000 paid for deferred offering costs borne by the Sponsors. Up to 225,000 of such founder shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full.

On May 30, 2024, Cayson Holding LP, one of the Company’s Sponsors, transferred an aggregate of 862,500 founder shares to Yawei Cao, the Company’s other sponsor, Chairman and CEO.

On May 30, 2024, the Company issued to EBC 100,000 EBC founder shares for a purchase price of approximately $0.014 per share and an aggregate purchase price of $1,450. The Company had received payment for the purchase of the EBC Founder Shares. The Company estimated the fair value of the EBC Founder Shares to be $132,000 or $1.32 per share. Accordingly, $130,550 (the total $132,000 fair value less $1,450 to be paid by EBC) was considered to be deferred offering cost. The Company established the initial fair value for the EBC Founder Shares on May 30, 2024, the date of the issuance, using a calculation prepared by management which takes into consideration the probability of completion of the Initial Public Offering, an implied probability of the completion of a Business Combination and a Discount for Lack of Marketability calculation. The EBC Founder Shares, are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

On October 15, 2024, the underwriters elected to terminate their over-allotment option and as a result an aggregate of 225,000 Founder Shares were forfeited by the Sponsors and cancelled.

The Founder Shares and EBC Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares and EBC Founder shares are subject to certain transfer restrictions, as described below; (ii) the initial shareholders and EBC have agreed (A) to waive their redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 12 months from the closing of this offering (or up to 21 months, if we extend the time to complete an initial business combination) from the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the initial Business Combination within 12 months from the closing of this offering (or up to 21 months, if we extend the time to complete an initial business combination, and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights. If the Company submits the initial Business Combination to the public shareholders for a vote, the initial shareholders have agreed (and their permitted transferees will agree) to vote any Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of an Initial Business Combination, (B) any time after the 90^th day after the consummation of an Initial Business Combination where the volume weighted average price of the ordinary shares equals or exceeds $12.00 (as adjusted for share splits, dividends, combinations or similar actions) for twenty trading days out of any thirty consecutive trading day period or (C) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

SEC Form 10-Q filed by Cayson Acquisition Corp