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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): September 17, 2025
| CAYSON
ACQUISITION CORP |
| (Exact
Name of Registrant as Specified in Charter) |
| Cayman
Islands |
|
001-42280 |
|
N/A
00-0000000 |
(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
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Effective
as of September 17, 2025, Cayson Holding LP, a sponsor of Cayson Acquisition Corp. (the “SPAC”), and Mango Financial
Limited (“Mango Financial”) loaned the SPAC an aggregate of $600,000. Such funds will be deposited into the
trust account established by the SPAC in connection with its initial public offering pursuant to the SPAC’s Amended
and Restated Memorandum and Articles of Association and trust agreement governing the trust account in order to extend the time that
the SPAC has to consummate an initial business combination (a “Business Combination”) from September 23, 2025
to January 23, 2026. The loans are evidenced by promissory notes (the “Notes”) issued by the SPAC to the lenders.
The Notes bear no interest and are repayable in full upon consummation of a Business Combination.
A
copy of the form of Notes 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 Notes.
As
previously disclosed, on July 11, 2025, the SPAC entered into an Agreement and Plan of Merger (the “Merger Agreement”),
by and among the SPAC, Mango Financial Group Limited, a Cayman Islands exempted company (the “Company”), North Water
Investment Group Holdings Limited (“North Water”), the parent company of Mango Financial, and Mango Temp Limited,
a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”).
Additional
Information and Where to Find It
In
connection with the proposed business combination among the SPAC, the Company and Merger Sub (the “Business Combination”,
the SPAC and the Company intend to file relevant materials with the SEC, including a Registration Statement on Form F-4 (the “Registration
Statement”), which will include a preliminary proxy Statement and prospectus. After the Registration Statement is declared
effective by the U.S. Securities and Exchange Commission (the “SEC”)., the definitive proxy statement and prospectus and
other relevant documents will be mailed to the shareholders of the SPAC as of the record date established for voting on the proposed
Business Combination and will contain important information about the proposed Business Combination and related matters. Shareholders
of the SPAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements
thereto) and any other relevant documents in connection with the SPAC’s solicitation of proxies for the meeting of SPAC shareholders
to be held to approve, among other things, the proposed Business Combination, because they will contain important information about the
SPAC, the Company and the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement
and prospectus, the definitive proxy statement and prospectus and other relevant materials in connection with the transaction without
charge, each, when available, at the SEC’s website at www.sec.gov or by directing a request to: Cayson Acquisition Corp, c/o Yawei
Cao, 420 Lexington Avenue, Suite 2446, New York, NY 10170, Telephone: (203) 998-5540.
Participants
in the Solicitation
The
SPAC and its respective directors and executive officers may be deemed participants in the solicitation of proxies from the SPAC shareholders
in connection with the proposed Business Combination. The SPAC shareholders and other interested persons may obtain, without charge,
more detailed information regarding the directors and officers of the SPAC as reflected of the SPAC’s final prospectus of September
20, 2024, in connection with the SPAC’s initial public offering, as filed with the SEC. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to the SPAC shareholders in connection with the proposed Business
Combination will be set forth in the proxy statement and prospectus for the proposed Business Combination when available. Additional
information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination
will be included in the proxy statement and prospectus to be included in the Registration Statement and filed with the SEC. You may obtain
free copies of these documents as described in the preceding paragraph.
The
Company and its respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from
the SPAC shareholders in connection with the proposed Business Combination. A list of the names of such directors and executive officers
and information regarding their interests in the proposed Business Combination will be included in the proxy statement and prospectus
for the proposed Business Combination when available.
No
Solicitation or Offer
This
communication shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of
any proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to any registration or qualification
under the securities laws of any such jurisdictions. This communication is restricted by law; it is not intended for distribution to,
or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
Forward-Looking
Statements Legend
This
communication contains forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. All statements other than statements of historical facts contained in this communication, including statements regarding
the expected timing and structure of the Business Combination, the ability of the parties to complete the Business Combination, the expected
benefits of the Business Combination, the tax consequences of the Business Combination, the amount of gross proceeds expected to be available
to the SPAC after the closing of the Business Combination and giving effect to any redemptions by the SPAC shareholders, the Company’s
future results of operations and financial position, business strategy and its expectations regarding the application and commercialization
of its products[this sentence needs a verb and an object]. These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many
of which are outside the control of the SPAC and the Company, that could cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but
are not limited to: the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect the
price of the SPAC’s securities; the risk that the SPAC shareholders’ approval of the Business Combination is not obtained;
the inability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, the amount
of funds available in the SPAC’s trust account following any redemptions by the SPAC shareholders; the failure to receive certain
governmental and regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; changes in general economic or business conditions; the outcome of litigation related to or arising out of the
Business Combination, or any adverse developments therein or delays or costs resulting therefrom; the effect of the announcement or pendency
of the transaction on the SPAC’s or the Company’s respective business relationships, operating results, and businesses generally;
the ability of the Company to meet Nasdaq’s listing standards in connection with and following the consummation of the Business
Combination; costs related to the Business Combination; that the price of the Company’s securities may be volatile due to a variety
of factors, including the SPAC’s or the Company’s inability to implement their respective business plans or meet or exceed
their financial projections and changes in the combined capital structure; the ability to implement business plans, forecasts, and other
expectations after the completion of the Business Combination, and identify and realize additional opportunities; and the ability of
the Company to implement its strategic initiatives.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the SPAC’s registration statement on Form S-1 (File No. 333-280564), in
the Registration Statement (once available), and in the other documents filed or that may be filed by the SPAC from time to time with
the SEC following the date hereof. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the SPAC assumes no
obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise.
The
SPAC does not give any assurance that the SPAC or the Company will achieve their expectations.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit
No. |
|
Description
of Exhibits |
| |
|
|
| 10.1 |
|
Form of Promissory Note |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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:
September 18, 2025 |
CAYSON ACQUISITION CORP |
| |
|
| |
By: |
/s/
Yawei Cao |
| |
|
Yawei Cao |
| |
|
Chief Executive Officer |
