Cayson Acquisition Corp filed a Form 8-K on November 4, 2026, disclosing that Nasdaq has initiated procedures to delist the company's securities after the company failed to evidence compliance with the Minimum Total Holders Rule within an extension period that expired October 26, 2026.

Key Highlights

  • Original notice: On April 27, 2026, Cayson Acquisition Corp received a written notice from Nasdaq's Listing Qualifications Department indicating non-compliance with Listing Rule 5450(a)(2), which requires at least 400 "Total Holders" of ordinary shares.
  • Compliance plan: The company timely submitted a plan of compliance, and Nasdaq granted an extension until October 26, 2026 to evidence compliance with the Minimum Total Holders Rule.
  • Delisting initiated: On October 29, 2026, Nasdaq notified the company that it failed to provide the necessary shareholder figures within the allotted extension period, triggering delisting procedures.
  • Appeal deadline: The company had the right to appeal Nasdaq's determination by November 5, 2026.
  • Appeal filed: According to the filing, the company appealed the determination "to maintain the listing of the Company's securities on Nasdaq."
  • Company's position: The company stated it "believes it will be able to provide documentation necessary to establish the shareholder figures to comply with the Minimum Total Holders Rule before an appeal hearing is scheduled, which would make the matter moot."

Cayson Acquisition Corp Discloses Nasdaq Delisting Procedures and Appeal

According to the Form 8-K filed with the SEC on November 4, 2026, Cayson Acquisition Corp (NASDAQ:CAPN) first received a written notice from Nasdaq on April 27, 2026, citing non-compliance with Listing Rule 5450(a)(2), known as the Minimum Total Holders Rule. That rule requires the company to maintain at least 400 "Total Holders," defined in the filing as "both beneficial holders and holders of record," of its ordinary shares for continued listing on the exchange.

The filing disclosed that the company submitted a compliance plan by the June 11, 2026 deadline, and Nasdaq granted an extension through October 26, 2026. However, on October 29, 2026, the company received a second notice from Nasdaq stating that the company "failed to provide the necessary shareholder figures within the allotted extension period and therefore did not evidence compliance with the Minimum Total Holders Rule." As a result, the filing states, Nasdaq initiated procedures to delist the company's securities.

The company disclosed that it filed an appeal before the November 5, 2026 deadline. The filing noted the company's belief that it can provide the required documentation to satisfy the shareholder figures "before an appeal hearing is scheduled, which would make the matter moot." The filing also contains forward-looking statements, which the company cautioned readers not to rely upon as predictions of future events, noting that actual results may differ from expectations. The Form 8-K was signed by Chief Executive Officer Yawei Cao.

What Was Disclosed

Cayson Acquisition Corp disclosed in this Form 8-K that Nasdaq has initiated delisting procedures due to the company's failure to demonstrate compliance with the 400 Total Holders minimum requirement, and that the company has appealed the determination.