8-K
Cayson Acquisition Corp (CAPN)
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<br> Name of Registrant as Specified in Charter) | ||
| Cayman Islands | 001-42280 | 00000000000-0000000N/A |
| --- | --- | --- |
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 205 W 37th St, New York, New York | 10018 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (203) 998-5540
| N/A |
|---|
| (Former<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement<br> 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. ☐
Item1.01. Entry into a Definitive Material Agreement.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item2.03 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.
Item5.03. 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.
Item5.07. 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<br> resolve as a special resolution, that the Company’s amended and restated memorandum and articles of association as adopted<br> by special resolution dated September 19, 2024 with effect from September 23, 2024 (the “Existing Memorandum and Articles”)<br> be amended (the “Extension Amendment”), pursuant to which the board of directors of the Company (the “Board”)<br> may extend the date (the “Extension”) by which the Company must consummate a business combination (as defined in the<br> Existing Memorandum and Articles) on a monthly basis, up to twelve (12) months (or until March 23, 2027) (the “Extended Date”),<br> unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the<br> Board in its sole discretion, provided that the Company’s sponsors, officers, directors, affiliates or designees (collectively,<br> the “Insiders”) lend to the Company (each a “Contribution”) an aggregate of US$125,000 for each month utilized<br> to consummate an initial business combination, which Contributions shall be deposited by the Company into the Trust Account (as defined<br> in the Existing Memorandum and Articles) and thereby increase the per-share redemption price paid in connection with the ultimate<br> consummation of a business combination or the Company’s liquidation (the “Extension Proposal”); |
|---|---|
| ● | to<br> resolve as a special resolution, that the Existing Memorandum and Articles be amended (the “Redemption Limitation Amendment”)<br> to remove the limitation (the “Redemption Limitation”) that the Company shall not redeem public shares to the extent<br> that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation<br> Proposal”); |
| ● | to<br> resolve as an ordinary resolution, that the Investment Management Trust Agreement, dated as of September 19, 2024 (the “Trust<br> Agreement”), entered into by and between Continental Stock Transfer & Trust Company, as trustee (the “Trustee”),<br> and the Company be amended (the “Trust Amendment”) to change the amount of funds to be deposited into the trust account<br> in connection with extending the time to complete an initial business combination as described in the Extension Proposal (the “Trust<br> Amendment Proposal”); and |
| ● | to<br> resolve as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary,<br> to approve the Extension Proposal, the Redemption Limitation Proposal and the Trust Amendment Proposal be approved (the “Adjournment<br> 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.
Item9.01 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<br> Page Interactive Data File (embedded within the Inline XBRL document) |
CautionaryNote 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.
NoOffer 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:<br> March 20, 2026 | CAYSON<br> ACQUISITION CORP | |
|---|---|---|
| By: | /s/ Yawei Cao | |
| Yawei<br> Cao | ||
| Chief<br> Executive Officer |
Exhibit3.1
FULLTEXT OF SPECIAL RESOLUTIONS RELATING TO
AMENDMENTSTO THE
AMENDEDAND RESTATED
MEMORANDUMAND ARTICLES OF ASSOCIATION
OF
CAYSONACQUISITION CORP
Inrespect of the Extension Proposal:
“IT IS RESOLVED as a special resolution that:
| (a) | Article<br> 37.8 of the Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution dated 19<br> September 2024 with effect from 23 September 2024 **(**the Existing Memorandum and Articles) be deleted in its entirety<br> and replaced with the following new Article 37.8: |
|---|---|
| “37.8 | The<br> Company has until 23 March 2026 to consummate a Business Combination, provided however that if the Board of Directors anticipates<br> that the Company may not be able to consummate a Business Combination by 23 March 2026, the Company may, by Resolution of Directors,<br> extend the period of time to consummate a Business Combination on a monthly basis, up to twelve (12) months (up to 23 March 2027)<br> (the Extended Date) to complete a Business Combination, unless the closing of a Business Combination shall have occurred prior<br> thereto or such earlier date as shall be determined by the Board in its sole discretion, provided that the Sponsors and the Company’s<br> officers, directors, affiliates or designees (collectively, the Insiders) lend to the Company (each a Contribution)<br> an aggregate of US$125,000 for each month utilized to consummate an Business Combination, which Contributions shall be deposited<br> by the Company into the Trust Account. In the event that the Company does not consummate a Business Combination by the relevant Extended<br> Date (subject to all monthly extensions having been validly made in each case) or such later time as the Members of the Company may<br> approve in accordance with these Articles, the Company shall: |
| --- | --- |
| (a) | cease<br> all operations except for the purpose of winding up; |
| --- | --- |
| (b) | as<br> promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable<br> in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust<br> Account and not previously released to the Company to pay income taxes, if any, divided by the number of the Public Shares then in<br> issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further<br> liquidation distributions, if any); and |
| --- | --- |
| (c) | as<br> promptly as reasonably possible following such redemption, subject to the approval of the<br> Company’s remaining Members and the directors, liquidate and dissolve,<br><br> <br><br><br> <br>subject<br> in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other<br> requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination,<br> the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures<br> set out in this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands<br> law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.” |
| --- | --- |
| (b) | Article<br> 37.9 of the Existing Memorandum and Articles be deleted in its entirety and replaced with the following new Article 37.9: |
| --- | --- |
| “37.9 | In<br> the event that any amendment is made to these Articles: |
| --- | --- |
| (a) | that<br> would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to: |
| --- | --- |
| (i) | have<br> their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 37.2(b) or 37.6; or |
| --- | --- |
| (ii) | redeem<br> 100% of the Public Shares if the Company has not consummated an initial Business Combination by the relevant Extended Date (subject<br> to all monthly extensions having been validly made in each case); or |
| (b) | with<br> respect to any other provision relating to the rights of holders of Public Shares (excluding<br> any Public Shares held by Founders),<br><br> <br><br><br> <br>each<br> holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares<br> upon the approval of any such amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate<br> amount then on deposit in the Trust Account calculated as of two business days prior to the approval of any such amendment, including<br> interest earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any, divided<br> by the number of Public Shares then in issue.” |
| --- | --- |
| (c) | Article<br> 37.11 of the Existing Memorandum and Articles be deleted in its entirety and replaced with the following new Article 37.11: |
| --- | --- |
| “37.11 | After<br> the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination,<br> the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to: |
| --- | --- |
| (a) | receive<br> funds from the Trust Account; or |
| --- | --- |
| (b) | vote<br> as a class with the Public Shares: |
| --- | --- |
| (i) | on<br> a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business<br> Combination; or |
| --- | --- |
| (ii) | to<br> approve an amendment to these Articles to: |
| --- | --- |
| (A) | extend<br> the time by which the Company has to consummate a Business Combination; or |
| --- | --- |
| (B) | amend<br> the foregoing provisions of these Articles.” |
Inrespect of the Redemption Limitation Proposal:
“IT IS RESOLVED as a special resolution that:
| (a) | Article<br> 37.2 of the Existing Memorandum and Articles be deleted in its entirety and replaced with the following new Article 37.2: |
|---|---|
| “37.2 | Prior<br> to the consummation of any Business Combination, the Company shall either: |
| --- | --- |
| (a) | submit<br> such Business Combination to its Members for approval; or |
| --- | --- |
| (b) | provide<br> Members with the opportunity to have their Shares repurchased by means of a tender offer (a Tender Offer) for a per-Share<br> repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business<br> days prior to the consummation of such Business Combination, including interest earned on the funds held in the Trust Account not<br> previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue.” |
| (b) | Article<br> 37.6 of the Existing Memorandum and Articles be deleted in its entirety and replaced with the following new Article 37.6: |
| --- | --- |
| “37.6 | Any<br> Member holding Public Shares who is not a Founder, Officer or director may, contemporaneously with any vote on a Business Combination,<br> elect to have their Public Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with<br> any Affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the<br> purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public<br> Shares without the Company’s prior consent. In connection with any vote held to approve a proposed Business Combination, holders<br> of Public Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the<br> Company’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s<br> DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially<br> scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company shall pay any such redeeming Member,<br> regardless of whether he is voting for or against such proposed Business Combination or abstains from voting, a per-Share redemption<br> price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior<br> to the consummation of a Business Combination, including interest earned on the Trust Account not previously released to the Company<br> to pay its income taxes, if any, divided by the number of Public Shares then in issue (such redemption price being referred to herein<br> as the Redemption Price).” |
| --- | --- |
Exhibit10.1
PROMISSORY NOTE
| $750,000 | As<br> of March 18, 2026 |
|---|
Cayson Acquisition Corp (“Maker”) promises to pay to the order of Mango Financial Limited or its successors or assigns (“Payee”) the principal sum of Seven Hundred Fifty Thousand Dollars and No Cents ($750,000.00) in lawful money of the United States of America, on the terms and conditions described below.
1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger, capital share exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute Events of Default:
(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
| 1 |
| --- |
6. Intentionally Omitted.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.
9. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to Maker:
Cayson Acquisition Corp.
420 Lexington Avenue, Suite 2446
New York, New York 10170
If to Payee:
[INSERT NAME AND ADDRESS]
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
10. Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New York.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
| 2 |
| --- |
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.
| CAYSON ACQUISITION CORP | |
|---|---|
| By: | /s/ Yawei Cao |
| Name: | Yawei Cao |
| Title: | Chairman and CEO |
| ACCEPTED AND AGREED: | |
| --- | --- |
| MANGO FINANCIAL LIMITED | |
| By: | /s/ Jialing Zhang |
| Name: | Jialing Zhang |
| Title: | Chairwoman |
| 3 |
| --- |