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
28, 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

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    August 8, 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, August 19, 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.

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

Enforcement
of Civil Liabilities, page 11

1. We
                                            note your revised disclosure provided in response to prior comment 3. As requested in the
                                            comment, please include Ogier’s consent to being named in this section of the prospectus
                                            as an exhibit to the registration statement.

We
have re-filed the opinion of Ogier that contains Ogier’s consent to being named in the above-referenced section as requested.

Securities
and Exchange Commission

August
28, 2024

Page
2

Risk
Factors Summary, page 26

2. We
                                            note your response to prior comment 6. We also note that you disclose on page 28 that the
                                            PRC government may intervene or regulate the activities of the post-business combination
                                            company in ways that could significantly limit or completely hinder your ability to offer
                                            or continue to offer securities to investors and cause the value of our securities to significantly
                                            decline or become worthless. Please revise your disclosure to include the current risks that
                                            the majority of your directors and officers being based in or having significant ties to
                                            China poses which could result in a material change in your operations and/or the value of
                                            the securities you are registering for sale including causing the value of your securities
                                            to significantly decline or become worthless.

We
have revised the disclosure throughout the Registration Statement as requested.

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

3. We
                                            note your response to prior comment 8. Please expand your disclosure regarding the impact
                                            PRC law or regulations may have on the cash flows associated with the business combination
                                            transaction specifically including, but without limitation, shareholder redemption rights.

We
have revised the disclosure in the Registration Statement to indicate that because the funds held in the Company’s trust account
are not held in China but are instead held in U.S. dollars in the United States with Continental Stock Transfer & Trust Company,
shareholder redemption rights would not be impacted.

Underwriting,
page 142

4. We
                                            note your response to prior comment 10. Please revise your underwriter’s compensation
                                            table to include the EBC founder shares in tabular format. Please refer to Item 508(e) of
                                            Regulation S-K for guidance.

We
have revised the underwriters’ compensation table 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