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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): August 15, 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
7.01 Regulation FD Disclosure.
On
August 15, 2025, Mango Financial Limited (“Mango Financial”) issued a press release announcing it was launching a
digital currency strategy, integrating cryptocurrency elements into its financial operations. As previously disclosed, on July 11, 2025,
Cayson Acquisition Corp, (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”), for the SPAC’s initial business combination (the “Business Combination”).
Pursuant to the Merger Agreement, Merger Sub will merge with and into the SPAC, the separate corporate existence of Merger Sub
will cease, and the SPAC will be the surviving corporation and will continue as a wholly-owned subsidiary of the Company (the “Merger”).
Attached
as Exhibit 99.1 to this Report is the press release issued by Mango Financial.
The
information in this Item 7.01, including the related exhibits, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of the SPAC under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not
be deemed an admission as to the materiality of any information contained in this Item 7.01.
Additional
Information and Where to Find It
In
connection with the proposed Business Combination, the SPAC and the Company intend to file relevant materials with the Securities and
Exchange Commission (the “SEC”), including a registration statement on Form
F-4 (the “F-4 Registration Statement”) which will include a proxy statement
to solicit approval of certain proposals regarding the Business Combination by the SPAC’s shareholders (the “Proxy
Statement”) and a prospectus covering the issuance of the Company Class A Ordinary Shares
to be issued in the Merger (the “Prospectus”). After the F-4 Registration
Statement is declared effective by 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, once 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/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 F-4 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 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. 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 there will be issues with the
integration of cryptocurrency elements in the financial operations of Mango Financial; 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 shareholder
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 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 transactions 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 F-4 Registration Statement (once available), and in the other documents filed or that may be filed by the SPAC or the Company 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 |
| |
|
|
| 99.1 |
|
Press Release |
| |
|
|
| 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:
August 15, 2025 |
CAYSON
ACQUISITION CORP |
| |
|
| |
By: |
/s/
Yawei Cao |
| |
|
Yawei
Cao |
| |
|
Chief
Executive Officer |
