8-K 申報摘要 – Cayson Acquisition Corp（SPAC）

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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): June 24, 2026 (July 11, 2025)

 

 
 CAYSON
 ACQUISITION CORP

 
 (Exact
 Name of Registrant as Specified in Charter)

 
 

 
 Cayman
 Islands
  
 001-42280
  
 00-0000000 N/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 Material Definitive Agreement.

 

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, a British Virgin Islands company (“North
Water”), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger
Sub”).

 

On
June 24, 2026, the parties entered into an amendment to the Merger Agreement (the “Amendment”). Pursuant to the Amendment,
the date by which either the Company or the SPAC may terminate the Merger Agreement if the Closing (as defined therein) has occurred
has been extended to March 23, 2027.

 

A
copy of the Amendment is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1,
and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

 

Disclaimer

 

The
description of the Amendment has been included to provide investors with information regarding its terms. It is merely a summary of the
Amendment and is qualified in its entirety by reference to the text of the Amendment and not intended to provide any other factual information
about the SPAC or its affiliates or the Company.

 

Additional
Information and Where to Find It

 

In
connection with the proposed business combination contemplated by the Merger Agreement (the “Business Combination”), the
SPAC and the Company have filed relevant materials with the SEC, including a Registration Statement on Form F-4 (the “Registration
Statement”), which includes 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

 
  
  
  

 
 2.1
  
 Amendment to Merger Agreement

 
  
  
  

 
 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: June 25, 2026
 CAYSON ACQUISITION CORP

 
  
  

 
  
 By:
 /s/
 Yawei Cao

 
  
  
 Yawei Cao

 
  
  
 Chief Executive Officer