DEF 14A of Cayson Acquisition Corp
Filed Feb 24, 20260001493152-26-007788
Interests of our Sponsors, Directors and Officers
Interests of our Sponsors, Directors and Officers When you consider the recommendation of our Board, you should keep in mind that our Sponsors, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:
Interests of our Sponsors, Directors and Officers
| ● | If the Extension Proposal is not approved and we do not consummate a business combination, the Insiders 1,500,000 Founder Shares which were acquired for an aggregate purchase price of $25,000 and the 230,000 Private Shares which were acquired for an aggregate purchase price of $2,300,000 will be worthless (as the holders of the Founder Shares and Private Shares have waived liquidation rights with respect to such securities). Such ordinary shares would have a value of approximately $17.3 million assuming a price of $10.00 per share. | | ● | All rights specified in the Articles relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Extension Proposal is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions. | | ● | The Company’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. If the Extension Proposal is not approved and a business combination is not consummated, these out-of-pocket expenses will not be repaid unless there are funds available outside of the trust account. |
Interests of our Sponsors, Directors and Officers
| ● | If the Trust Account is liquidated, including in the event we are unable to complete a business combination within the required time period, the Sponsors have agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. |
Interests of our Sponsors, Directors and Officers
Additionally, if the Extension Proposal is approved and the Extension is implemented and the Company consummates the business combination with Mango Financial, the officers and directors may have additional interests that will be described in the proxy statement for such transaction.