SecProbe.io

CORRESP
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    Graubard
                                            Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-4499

    (212)
    818-8800

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

  August 8,
  2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Cayson
    Acquisition Corp

    Registration
    Statement on Form S-1

    Filed
    June 28, 2024

    File
    No.: 333-280564

Ladies
and Gentlemen:

On
behalf of Cayson Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, July 25, 2024,
relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references
herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the
original draft submission of the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.

Registration
Statement on Form S-1

Cover
page

1. We
                                            note your disclosure that governing law and regulation in the PRC are still rapidly evolving
                                            and changes may result in a material change to your operations and the value of your ordinary
                                            shares if you complete a business combination with a target in China. Please revise to provide
                                            prominent disclosure about the legal and operational risks associated with a majority of
                                            your directors and officers being based in or having significant ties to China. Such risks
                                            should include uncertainties regarding the enforcement of laws and that rules and regulations
                                            in China can change quickly with little advance notice. Your disclosure should make clear
                                            whether these risks could result in a material change in your search for a target company,
                                            as well as the value of the securities you are registering for sale.

We
have revised the disclosure on the cover page of the prospectus included in the Registration Statement, as requested.

Securities
and Exchange Commission

August
8, 2024

Page
2

Summary

Potential
Permission Required from the PRC Authorities for this Offering and a Business Combination, page 10

2. Disclose
                                            each permission or approval that your officers and directors are required to obtain from
                                            Chinese authorities to search for a target company. State whether your directors and officers
                                            are covered by permissions requirements from the China Securities Regulatory Commission (CSRC),
                                            Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively
                                            whether you have received all requisite permissions or approvals and whether any permissions
                                            or approvals have been denied. Please also describe the consequences to you and your investors
                                            if your officers and directors (i) do not receive or maintain such permissions or approvals,
                                            (ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
                                            applicable laws, regulations, or interpretations change and you are required to obtain such
                                            permissions or approvals in the future.

We
have revised the disclosure on the page 10 of the Registration Statement, as requested.

Enforcement
of Civil Liabilities, page 11

3. Please
                                            include disclosures regarding the enforcement of civil liabilities in the Cayman Islands,
                                            as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-K. Regarding
                                            your discussion of enforcement of civil liabilities in China, if this discussion is based
                                            on an opinion of counsel, please identify counsel and file its consent to the use of its
                                            name an opinion as an exhibit to the registration statement.

We
have revised the disclosure on page 11 of the Registration Statement, as requested. We respectfully advise the staff that the discussion
regarding enforcement of civil liabilities in China is not based on an opinion of counsel.

The
Offering, page 12

4. You
                                            disclose here and elsewhere that public shareholders may elect to redeem their public shares
                                            irrespective of whether they vote for or against the proposed transaction. You also disclose
                                            on page F-8 that each public shareholder may also elect to redeem their public shares without
                                            voting. Please revise your disclosure here and elsewhere throughout your registration statement
                                            to clarify whether shareholders are able to redeem their shares if they abstain from voting
                                            or otherwise do not vote.

We
have revised the disclosure on pages 20, 97, 105, 121 and F-8 of the Registration Statement, as requested.

Securities
                                            and Exchange Commission

August
8, 2024

Page
3

Limited
payments to insiders, page 24

5. We
                                            note disclosure elsewhere in the prospectus that you will pay Cayson Holding L.P. $10,000
                                            under an Administrative Services Agreement. Please clarify whether these are also limited
                                            payments that may be made prior to completion of the business combination.

We
have revised the final bullet point on page 24 and the final bullet point on page 118 of the Registration Statement to clarify that
payments referenced therein will be made pursuant to the Administrative Services Agreement and will be payable to one of our sponsors.

Risk
Factors Summary, page 26

6. In
                                            your summary of risk factors, you have disclosed the risks to investors related to acquiring
                                            and operating a business in China. Please revise your disclosure to also include the risks
                                            that one of your sponsors and the majority of your directors and officers being based in
                                            or having significant ties to China poses to investors. In particular, describe the significant
                                            regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion
                                            of these risks in the prospectus. For example, specifically discuss risks arising from the
                                            legal system in China, including risks and uncertainties regarding the enforcement of laws
                                            and that rules and regulations in China can change quickly with little advance notice; and
                                            the risk that the Chinese government may intervene or influence your search for a target
                                            company or completion of your initial business combination at any time, which could result
                                            in a material change in your operations and/or the value of the securities you are registering
                                            for sale.

We
have revised the disclosure on page 28 of the Registration Statement, as requested.

Risks
Related to Acquiring and Operating a Business Outside of the United States, page 50

7. Please
                                            revise your risk factors to address the current risks associated with one of your sponsors
                                            and your executive officers and directors being located in or having ties to the PRC. Given
                                            the Chinese government’s significant oversight and discretion over the conduct and
                                            operations of your business, please revise to describe any material impact that intervention,
                                            influence, or control by the Chinese government has or may have on your business or on the
                                            value of your securities. Highlight separately the risk that the Chinese government may intervene
                                            or influence your operations at any time, which could result in a material change in your
                                            operations and/or the value of your securities. Also, given recent statements by the Chinese
                                            government indicating an intent to exert more oversight and control over offerings that are
                                            conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk
                                            that any such action could significantly limit or completely hinder your ability to offer
                                            or continue to offer securities to investors and cause the value of such securities to significantly
                                            decline or be worthless. We remind you that, pursuant to federal securities rules, the term
                                            “control” (including the terms “controlling,” “controlled by,”
                                            and “under common control with”) means “the possession, direct or indirect,
                                            of the power to direct or cause the direction of the management and policies of a person,
                                            whether through the ownership of voting securities, by contract, or otherwise.”

We
have revised the disclosure on page 62 of the Registration Statement, as requested.

Securities
                                            and Exchange Commission

August
8, 2024

Page
4

8. Please
                                            address any impact PRC law or regulations may have on the cash flows associated with the
                                            business combination transaction specifically, including shareholder redemption rights.

We
have revised the disclosure on page 57 of the Registration Statement, as requested.

General
Risk Factors, page 69

9. We
                                            note your disclosure on page 71 that by restricting your investment of proceeds in cash or
                                            securities, including U.S. Government securities or shares of money market funds registered
                                            under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, you intend
                                            to avoid being deemed an “investment company,” and that you may be deemed to
                                            be subject to the Investment Company Act if you do not invest the proceeds as described.
                                            Please clarify that notwithstanding an investment of proceeds in government securities, you
                                            could nevertheless be considered to be operating as an unregistered investment company. Where
                                            you disclose the risk that you may be considered to be operating as an unregistered investment
                                            company, please confirm that if your facts and circumstances change over time, you will update
                                            your disclosure to reflect how those changes impact the risk that you may be considered to
                                            be operating as an unregistered investment company. Also revise disclosure on page 72 to
                                            refer to the rights, rather than warrants.

We
have revised the disclosure on pages 71 and 72 of the Registration Statement, as requested.

Underwriting,
page 142

10. We
                                            note that the EBC founder shares have been deemed compensation by FINRA. Please revise your
                                            underwriter’s compensation table to include the EBC founder shares. Please refer to
                                            Item 508(e) of Regulation S-K for guidance.

We
have revised the disclosure on page 142 of the Registration Statement, as requested.

*
* * * * * * * * *

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Jeffrey M. Gallant

    Jeffrey
    M. Gallant

    cc:
    Yawei
    Cao