Cayson Acquisition Corp

The Extension Proposal asks shareholders to amend the Company’s Articles to permit the Board to extend the deadline to complete an initial business combination on a monthly basis for up to 12 months (until March 23, 2027) conditional on Insiders making monthly Contributions of $100,000 deposited into the Trust Account. Management seeks this approval because the Company has entered into a definitive agreement with Mango Financial and believes it lacks sufficient time to consummate the business combination by the current deadline; approval would preserve the ability to complete that transaction. The amendment also removes the Company’s right to use any interest earned on Trust Account funds for liquidation and dissolution expenses, which reduces non-Trust liquidity for corporate expenses in a liquidation scenario. If approved, public shareholders will retain statutory redemption rights and can elect to redeem their Public Shares pro rata of the Trust Account prior to the extension; the Withdrawal Amount will be removed from the Trust Account and paid to redeeming holders, reducing funds remaining for a future transaction. The proposal is conditioned on an associated Trust Agreement amendment and the two proposals are interdependent, so shareholder approval of the Extension alone may not effectuate the funding mechanics without the Trust Amendment. The Board frames the proposal as necessary to avoid liquidation and to provide flexibility to complete the currently contemplated business combination, but the extension also increases execution risk because the reduction of Trust Account assets could raise the need for additional financing and amplify dilution or funding uncertainty. The Insiders’ willingness to lend fixed-dollar monthly amounts irrespective of the number of redeeming public shares changes the per-share economics of the contribution and creates potential incentives for insiders to purchase or otherwise influence redemptions; the proposal therefore raises vintage SPAC governance considerations about conflicts of interest and control. Overall, the proposal balances remediation of a timing constraint against the potential reduction in Trust assets available to fund future deals and the governance consequences of insider-funded extensions; the Board recommends approval on the grounds that it increases the likelihood of completing the business combination with Mango Financial while preserving investor redemption rights.

The Redemption Limitation Proposal asks shareholders to eliminate a provision in the Articles that prevents the Company from redeeming public shares to the extent that such redemptions would reduce net tangible assets below $5,000,001. Management seeks this change to remove a legal barrier that could prevent consummation of a business combination if a large number of public shareholders elect redemption, thereby enabling the Company to close a transaction regardless of the redemption volume. From a governance and economic perspective, removing the cap increases the probability that the Company can complete the Mango Financial transaction or other business combinations even if many public investors redeem, but it also means that post-transaction the Company might have materially lower net tangible assets, which could increase operational risk for the combined entity and potentially affect valuation and financing options. The amendment preserves individual shareholder redemption rights—holders may still elect to redeem—but allows the Company to proceed with a deal that would otherwise be blocked by the fixed net tangible asset threshold. The Board justifies the change as necessary flexibility to consummate a transaction and argues this is in shareholders’ collective interest because it avoids a forced liquidation scenario while giving redeeming shareholders their pro rata Trust Account cash. However, the proposal amplifies potential conflict-of-interest dynamics because insiders and founders retain economic upside if a deal closes while redeeming shareholders exit; shareholders should weigh the trade-off between enabling deal completion and preserving post-transaction balance sheet strength. The Board recommends a vote in favor, framing the amendment as facilitative of completing the current business combination while not denying redemption rights to public holders.

The Trust Amendment Proposal requests shareholder approval to amend the Trust Agreement so that its mechanics and funding amounts align with the Extension Proposal’s Contribution structure (i.e., Insiders lending $100,000 per month deposited into the Trust Account for each monthly extension). Management is pursuing this amendment because the Trust Agreement must reflect the revised deposit rules and withdrawal mechanics that will occur if the Extension is approved; without the Trust Amendment the Extension could not be operationalized. This proposal is process-oriented and transaction-enabling: it does not itself change shareholder redemption rights but is a necessary legal and operational modification to permit the Withdrawal Amount to be distributed to redeeming holders and to record insider Contributions in the Trust Account. The Company conditions the Extension and the Trust Amendment on one another, so both must be approved for the intended funding adjustments to take effect, increasing their interdependence. Approving the Trust Amendment reduces legal and timing risk of implementing the Extension but also formalizes the mechanism that will reduce Trust Account balances upon extension—potentially requiring additional financing later to complete a business combination. From a governance standpoint, the Trust Amendment is administrative and essential for execution but should be evaluated together with the Extension and Redemption Limitation Proposals because the net effect on Trust assets and shareholder economics is cumulative. The Board recommends a FOR vote, asserting that the Trust Amendment is in shareholders’ interest as it enables the Board to pursue the pending business combination while preserving redemption procedures.

The Adjournment Proposal asks shareholders to grant the chair authority to adjourn the Extraordinary General Meeting to allow additional time to solicit votes if needed to secure approval of the Extension and Redemption Limitation Proposals. Management recommends approval because if either special-resolution proposal lacks sufficient votes at the scheduled meeting, an adjournment would permit additional outreach to shareholders and improve the chance of obtaining the two-thirds approval threshold. The proposal is procedural and does not directly alter substantive rights; rather, it preserves the Board’s ability to continue solicitation efforts and avoid a hard scheduling cutoff that could force liquidation if approvals are not obtained. While this is a routine procedural power in proxy contexts, its adoption is consequential here because the two special resolutions require supermajority approval and the company faces a near-term deadline. Accepting the adjournment power can be viewed as a governance safeguard to facilitate orderly shareholder decision-making; conversely, opponents may argue it could be used tactically to prolong solicitation in a manner that disadvantages redeeming shareholders. The Board frames the measure as protective of shareholder value by maximizing the chance of satisfying the vote thresholds needed to implement the Extension and related amendments. Because it is an ordinary-resolution, approval requires only a simple majority, making it a practical tool to manage timing risk associated with the other proposals. The Board recommends a FOR vote to retain flexibility in the solicitation process.