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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 18, 2026
| CAYSON
ACQUISITION CORP |
| (Exact
Name of Registrant as Specified in Charter) |
| Cayman
Islands |
|
001-42280 |
|
00000000000-0000000N/A
|
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 205
W 37th St, New York, New York |
|
10018 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (203) 998-5540
| N/A |
| (Former
Name or Former Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share and one right |
|
CAPNU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Ordinary
Shares, par value $0.0001 per share |
|
CAPN |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights,
each entitling the holder to one tenth of one ordinary share upon the completion of the Company’s initial business combination |
|
CAPNR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Definitive Material Agreement.
The
information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Effective
as of March 18, 2026, Mango Financial Limited (“Mango Financial”) agreed
to lend Cayson Acquisition Corp (the “Company”) an aggregate of $750,000. The first $125,000 of such amount was loaned
to the Company and the Company deposited such amount into the trust account established by the Company in connection with its
initial public offering pursuant to the Company’s Amended and Restated Memorandum and Articles of Association and trust
agreement, as amended, governing the trust account in order to extend the time that the Company has to consummate an initial
business combination (a “Business Combination”) for the first month
extension as described below. The loan is evidenced by a promissory note (the “Note”)
issued by the Company to Mango Financial. The Note bears no interest and is repayable in full upon consummation of a Business
Combination.
A
copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
As
previously disclosed, on July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”),
by and among the Company, Mango Financial Group Limited, North Water Investment Group Holdings Limited, the parent company of Mango Financial,
and Mango Temp Limited.
Item
5.03. Amendments to Articles of Incorporation or Bylaws.
The
information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
March 18, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following resolutions:
| |
● |
to
resolve as a special resolution, that the Company’s amended and restated memorandum and articles of association as adopted
by special resolution dated September 19, 2024 with effect from September 23, 2024 (the “Existing Memorandum and Articles”)
be amended (the “Extension Amendment”), pursuant to which the board of directors of the Company (the “Board”)
may extend the date (the “Extension”) by which the Company must consummate a business combination (as defined in the
Existing Memorandum and Articles) on a monthly basis, up to twelve (12) months (or until March 23, 2027) (the “Extended Date”),
unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the
Board in its sole discretion, provided that the Company’s sponsors, officers, directors, affiliates or designees (collectively,
the “Insiders”) lend to the Company (each a “Contribution”) an aggregate of US$125,000 for each month utilized
to consummate an initial business combination, which Contributions shall be deposited by the Company into the Trust Account (as defined
in the Existing Memorandum and Articles) and thereby increase the per-share redemption price paid in connection with the ultimate
consummation of a business combination or the Company’s liquidation (the “Extension Proposal”); |
| |
|
|
| |
● |
to
resolve as a special resolution, that the Existing Memorandum and Articles be amended (the “Redemption Limitation Amendment”)
to remove the limitation (the “Redemption Limitation”) that the Company shall not redeem public shares to the extent
that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation
Proposal”); |
| |
|
|
| |
● |
to
resolve as an ordinary resolution, that the Investment Management Trust Agreement, dated as of September 19, 2024 (the “Trust
Agreement”), entered into by and between Continental Stock Transfer & Trust Company, as trustee (the “Trustee”),
and the Company be amended (the “Trust Amendment”) to change the amount of funds to be deposited into the trust account
in connection with extending the time to complete an initial business combination as described in the Extension Proposal (the “Trust
Amendment Proposal”); and |
| |
|
|
| |
● |
to
resolve as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary,
to approve the Extension Proposal, the Redemption Limitation Proposal and the Trust Amendment Proposal be approved (the “Adjournment
Proposal”). |
An
aggregate of 6,596,416 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled
to vote as of the record date of February 18, 2026, were represented in person or by proxy at the Meeting.
The
Company’s shareholders voted on the proposals at the Meeting, which were approved as follows:
| |
(1) |
Proposal
No. 1 — The Extension Proposal |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 4,915,864 |
|
1,680,552 |
|
0 |
|
0 |
| |
(2) |
Proposal
No. 2 — The Redemption Limitation Proposal |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 5,045,819 |
|
1,550,597 |
|
0 |
|
0 |
| |
(3) |
Proposal
No. 3 — The Trust Amendment Proposal |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 4,915,864 |
|
1,656,793 |
|
23,759 |
|
0 |
Because
quorum was obtained and the other proposals were approved, the Company did not hold a vote on the Adjournment Proposal.
The
amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar
of Companies to effectuate the foregoing are attached hereto as Exhibit 3.1. The Company also amended that certain Investment Management
Trust Agreement, dated September 19, 2024, to effectuate the revised payment terms for the Extension adopted at the Meeting.
In
connection with the Meeting, holders of an aggregate of 2,541,908 public shares of the Company exercised their right to have their
shares redeemed for a pro rata amount held in the Company’s trust account.
The
Company is continuing to attempt to consummate its business combination with Mango Financial Group Limited.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 3.1 |
|
Amendments to Amended and Restated Memorandum and Articles of Association |
| 10.1 |
|
Promissory Note |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary
Note Regarding Forward Looking Statements
Neither
the Company nor any of its affiliates makes any representation or warranty as to the accuracy or completeness of the information contained
in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive and is not intended to form the
basis of any investment decision or any other decision in respect of the Company or its proposed business combination.
This
Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are
identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “will be,” “will continue,” “will likely result,” “could,” “should,”
“believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,”
seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are
intended to identify such forward-looking statements.
The
Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company
does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
March 20, 2026 |
CAYSON
ACQUISITION CORP |
| |
|
| |
By: |
/s/
Yawei Cao |
| |
|
Yawei
Cao |
| |
|
Chief
Executive Officer |
