Cayson Acquisition Corp 8-K, filed Aug 15, 2025
Cayson Acquisition Corp (CAPN)
About this 8-K
Cayson Acquisition Corp filed this 8-K on August 15, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 | ||
Exhibit 99.1
Mango Financial Launches Digital Currency Strategy, Integrating Cryptocurrency Elements into Financial Operations
Hong Kong, August 15, 2025 – Mango Financial Limited (“Mango” or the “Company”) today announced that it has initiated its digital currency strategy by introducing cryptocurrency elements into the Company’s financial operations.
In the broader context of the Hong Kong government’s agenda to “support virtual asset innovation and accelerate the tokenization of securities, funds, and real-world assets,” Mango– as a fully licensed financial institution recognized by the Hong Kong Securities and Futures Commission (SFC) – has begun laying groundwork in several key business areas to introduce cryptocurrency elements: Security Token Offerings (STOs), Real-World Asset Tokenization (RWA), Stablecoins, Virtual Asset Trading Platforms (VATPs) andVirtual Asset Fund Management
Under Hong Kong’s current regulatory framework for digital assets, financial institutions must ensure that relevant activities are covered by the appropriate licenses. For both traditional brokerage firms and emerging trading platforms, obtaining the proper license is a necessary prerequisite for conducting business. As an SFC-licensed corporation (Central No. ABS838), Mango holds Type 1 (Dealing in Securities), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance), and Type 9 (Asset Management) licenses. These licenses correspond to the required permissions for various digital asset activities, providing Mango with a uniquely strong regulatory footing. This licensing advantage positions the Company favorably in planning and implementing an innovative digital asset trading platform.
Given the above macro backdrop, Mango and its subsidiaries (collectively, the “Group”) believe it is an opportune time to launch its digital asset strategy. With approval from its Board of Directors, the Group plans to allocate a portion of its proprietary capital to digital currency assets, focusing initially on Bitcoin in the first phase. Concurrently, the Group will gradually explore applying blockchain innovations within its services — for example, researching the use of stablecoins in cross-border payment and settlement — to complement its existing business lines with fintech innovation. This strategy is designed to enhance the diversity of the Group’s capital allocation and to establish a foothold in the digital asset sector in order to capture its potential long-term value growth. By doing so, the Group aims to secure a first-mover advantage as this emerging asset class continues to mature. As part of these initiatives, in July 2025, the Group submitted applications to the Hong Kong Securities and Futures Commission (SFC) to upgrade its existing Type 1 (Dealing in Securities) and Type 4 (Advising on Securities) licenses, and also applied to launch a U.S. dollar-denominated fund under its Type 9 (Asset Management) license with a target fund size of US$100 million. At the same time, the Group is strengthening its digital asset expertise by expanding its team and collaborating with industry organizations such as the Hong Kong Blockchain Association. As part of this effort, the Group has appointed Mr. Tony Tang, Co-Chairman of the Hong Kong Blockchain Association, as the head of its digital currency division.
Mango emphasizes that the implementation of this digital currency strategy will be carried out strictly under the Company’s existing regulatory licenses and compliance framework. The Company will also implement rigorous risk management measures — including the adoption of secure custody solutions and adherence to international Anti-Money Laundering (AML) standards — to manage its digital assets. These steps ensure that the new digital asset initiatives are in line with Mango’s long-standing core philosophy of “safety first, wealth preservation.”
This announcement to the investing public reflects Mango’s commitment to transparency and its long-term vision. The Company intends to maintain transparent information disclosure throughout the execution of this strategy, providing timely updates to shareholders on its progress and upholding its commitment to sustainable long-term growth. Management stated that this digital currency strategy is a forward-looking initiative, aligned with Mango’s mission of pursuing innovation within a compliant framework. The Company will proceed with a prudent and steady approach in exploring the digital asset arena, aiming to create greater value for its shareholders and clients.
Important Information
North Water Investment Group Holdings Limited (“North Water”), the parent company of Mango, has entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Cayson Acquisition Corp. (“Cayson”), Mango Financial Group Limited, a Cayman Islands exempted company (“Mango Financial Group”), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Financial Group.
In connection with the proposed business combination contemplated by the Merger Agreement, Mango Financial Group and Cayson intend to file a registration statement on Form F-4 that will include a proxy statement of Cayson and a prospectus of Mango Financial Group. The proxy statement/prospectus will be sent to all Cayson shareholders. Before making any voting decision, securities holders of Cayson are urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination and the parties to the proposed business combination.
Investors and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Cayson or Mango Financial Group through the website maintained by the SEC at www.sec.gov. The documents filed by Cayson may be obtained free of charge by written request to Cayson Acquisition Corp., 205 W 37th St, New York, New York 10018.
Participants in the Solicitation
Cayson and Mango Financial Group and certain of their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Cayson’s shareholders in connection with the proposed transaction. Information about Cayson’s directors and executive officers and their ownership of Cayson’s securities is set forth in Cayson’s filings with the SEC.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors, and other interested persons in respect of Cayson and Mango Financial Group should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements are based on various assumptions, whether or not identified in this press release, and on current expectations of the respective management of Mango and Cayson and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Mango and Cayson. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: the outcome of any legal proceedings that may be instituted in connection with the business combination, delays in obtaining or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the business combination, the risk that the business combination disrupts current plans and operations, the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the surviving company to grow and manage growth profitably with customers and suppliers and retain key employees, costs related to the business combination, the risk that the business combination does not close, changes in applicable laws or regulations, the possibility that Mango or Cayson may be adversely affected by other economic, business, and/or competitive factors, economic uncertainty caused by the impacts from geopolitical uncertainty and armed conflicts around the globe and rising levels of inflation and interest rates, the risk that the approval of Mango stockholders of the Merger Agreement is not obtained, the risk that the approval of the shareholders of Cayson of the Merger Agreement is not obtained, the amount of redemption requests made by Cayson’s shareholders and the amount of funds remaining in Cayson’s trust account after the satisfaction of such requests, the Company’s and Cayson’s ability to satisfy the conditions to closing of the business combination, the risks discussed in Cayson’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as preliminary and definitive proxy statements/prospectuses that Cayson and/or Mango intend to file with the SEC in connection with the Merger Agreement. If any of these risks materialize or Mango’s or Cayson’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Mango nor Cayson presently know or that Mango or Cayson believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Mango’s and Cayson’s expectations, plans, or forecasts of future events and views as of the date of this press release. Mango and Cayson anticipate that subsequent events and developments may cause their assessments to change. Mango and Cayson specifically disclaim any obligation to update or revise any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing Mango’s or Cayson’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Mango Contact
Kam Fai Cheung
jackycheung@mangofinancial.com.hk
Zhao Pang
edward.pang@mangofinancial.com.hk