Cayson Acquisition Corp 8-K, filed Sep 12, 2025
Cayson Acquisition Corp (CAPN)
About this 8-K
Cayson Acquisition Corp filed this 8-K on September 12, 2025, reporting on events of September 11, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- 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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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). | |
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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 September 11, 2025, the parties entered into an amendment to the Merger Agreement (the “Amendment”). Pursuant to the Amendment, among other things, (i) the aggregate Merger Consideration (as defined in the Merger Agreement) has been reduced from $300 million to $140 million and (ii) the number of Earnout Shares (as defined in the Original Agreement) has been increased from 4 million shares to 20 million shares.
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 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 | |
| 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: September 12, 2025 | CAYSON ACQUISITION CORP | |
| By: | /s/ Yawei Cao | |
| Yawei Cao | ||
| Chief Executive Officer | ||
Exhibit 2.1
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This Amendment to the Agreement and Plan of Merger is entered into as of September 11, 2025 by and among Cayson Acquisition Corp., a Cayman Islands exempted company (“Cayson”), Mango Financial Group Limited, a Cayman Islands exempted company (“MFG”), North Water Investment Group Holdings Limited, a British Virgin Islands business company (“North Water”), and Mango Temp Limited, a Cayman Islands exempted company (“Merger Sub”). Each of Cayson, MFG, North Water and Merger Sub are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of July 11, 2025 (as may be amended from time to time, the “Original Agreement”), which, among other things, provides for the merger of Merger Sub with and into Cayson; and
WHEREAS, the Parties desire to amend certain terms of the Original Agreement as set forth below;
WHEREAS, Section 9.7 of the Original Agreement provides that the Original Agreement may be amended by written agreement executed and delivered by the Parties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendment to Definition of Merger Consideration. The definition of Merger Consideration contained in Section 10.1 of the Original Agreement is hereby amended such that the text “$300 million” contained in such section is deleted and the text “$140 million” is inserted therefor.
2. Amendment to Section 1.3 of the Original Agreement. Section 1.3 of the Original Agreement is hereby amended and restated as follows:
“1.3 Earnout. Immediately prior to the Effective Time, the Company shall issue Twenty Million (20,000,000) Company Class A Ordinary Shares (the “Earnout Shares”) in the name of the Shareholders listed on Schedule 1.3 (the “Earnout Recipients”), which shall be deposited, or caused to be deposited, by the Company with the Escrow Agent, and shall be released (in whole or in part) to the Earnout Recipients contingent upon the achievement of the conditions set forth in Schedule 1.3 or to the Company for cancellation, in each case in accordance with the terms set forth in the Earnout Escrow Agreement (the “Earnout”).”
3. Amendment to Schedule 1.3 of the Original Agreement. Schedule 1.3 of the Original Agreement is hereby amended and restated to read as set forth on Schedule A attached hereto.
4. Interpretation. Capitalized terms not defined herein shall have the meaning ascribed to them in the Original Agreement. On and after the date hereof, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement shall mean and be a reference to the Original Agreement as amended by this Amendment.
5. No Further Amendments. Except as expressly set forth herein, the Original Agreement shall remain in full force and effect. This Amendment may not be amended or modified except pursuant to a written agreement by the Parties.
6. Counterparts. This Amendment may be executed by the Parties in counterpart, and the executed counterparts shall be deemed by the Parties as a single executed and binding document and may be delivered by email or facsimile to the Parties and their counsel.
7. Miscellaneous. The provisions of Article IX (Miscellaneous) of the Original Agreement are incorporated herein, mutatis mutandis.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.
| CAYSON ACQUISITION CORP | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| MANGO FINANCIAL GROUP LIMITED | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| MANGO TEMP LIMITED | ||
| By: | /s/ | |
| Name: | ||
| NORTH WATER INVESTMENT GROUP HOLDINGS LIMITED | ||
| By: | /s/ | |
| Name: | ||
SCHEDULE A
Earnout Recipients
The Earnout Shares will be allocated amongst all current Shareholders according to their pro rata ownership laid out in Schedule 3.3.
The Earnout Shares shall be released from escrow as follows:
(a) If (1) the Company has net income, determined in accordance with IFRS or GAAP, as applicable, in a manner consistent with the Company’s past practice, equal to or greater than US$2,300,000 for the fiscal year of the Company ending December 31, 2025 (“FY 2025”) and (2) the daily VWAP of the shares of Parent Common Stock is greater than or equal to US$12.00 per share for any twenty (20) consecutive Trading Days within any thirty (30)-Trading Day period commencing on the six month anniversary of the Closing until 60 days after the Company files its Annual Report on Form 20-F for FY 2025, the Escrow Agent shall release to the Earnout Recipients, an aggregate of 10,000,000 Earnout Shares.
(b) If (1) the Company has net income, determined in accordance with IFRS or GAAP, as applicable, in a manner consistent with the Company’s past practice, equal to or greater than US$3,700,000 for the fiscal year of the Company ending December 31, 2026 (“FY 2026”) and (2) the daily VWAP of the shares of Parent Common Stock is greater than or equal to US$15.00 per share for any twenty (20) consecutive Trading Days within any thirty (30)-Trading Day period commencing on the six month anniversary of the Closing until 60 days after the Company files its Annual Report on Form 20-F for FY 2026, the Escrow Agent shall release to the Earnout Recipients, an aggregate of 10,000,000 Earnout Shares.
(c) Earnout Shares shall be released to the Earnout Recipients, to the extent earned, no later than ten (10) Business Days after the achievement of the applicable earnout conditions. For each of FY 2025 and FY 2026, whether or not the Company is then subject to the reporting requirements of the Exchange Act, the Company shall prepare audited consolidated financial statements of the Company in accordance with GAAP or IFRS, as applicable, in a manner consistent with the Company’s past practice, and in compliance with the rules and regulations of Regulation S-X or Regulation S-K, as applicable, which shall be each audited by a PCAOB qualified auditor in accordance with PCAOB standards.
(d) Notwithstanding the foregoing, (i) no Earnout Shares shall be released from escrow to the Earnout Recipients until the Pending Lawsuits (including any appeals) have been finally resolved, and (ii) if the final resolution of the Pending Lawsuits requires any payment to be made by any of the Group Companies to any of the counterparties to the Pending Lawsuits, the Escrow Agent shall release all the Earnout Shares to the Company for cancellation (for the avoidance of doubt, whether or not the Earnout Shares have been earned as set forth in paragraphs (a) and/or (b) above). The “Pending Lawsuits” shall mean: (i) High Court Civil Action No. 266 of 2013, and (ii) Court of Final Appeal Miscellaneous Proceedings (Civil) no. 38 of 2008.