Form 8-K

8-K — Cayson Acquisition Corp

Accession: 0001493152-26-041659

Filed: 2026-09-08

Period: 2026-09-02

CIK: 0002024203

SIC: 6770 (BLANK CHECKS)

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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): September 2, 2026

CAYSON

ACQUISITION CORP

(Exact

Name of Registrant as Specified in Charter)

Cayman

Islands

001-42280

N/A 00-0000000

(State

or Other Jurisdiction

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 ☒

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 1.02 Termination of a Material Definitive Agreement

previously disclosed, on July 11, 2025, Cayson Acquisition Corp, (the “Company”) entered into an Agreement and Plan

of Merger (the “Merger Agreement”), by and among the Company, Mango Financial Group Limited, a Cayman Islands exempted

company (the “Mango”), 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 Mango (“Merger

Sub”).

September 2, 2026, the parties entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties

mutually terminated the Merger Agreement. Pursuant to the Termination Agreement, Mango has agreed to pay for certain expenses

of the Company that it had agreed to pay pursuant to the Merger Agreement and the Company will issue a promissory note in the

same amount of such paid expenses, which note will be payable by the Company without interest upon consummation of an initial

business combination. If the Company does not have sufficient available resources to repay the Note in cash when due, the Company

has the option in its sole discretion to cause the principal balance of the Note to be converted into units of the Company at a price

of $10.00 per unit, which units would be identical to the private units sold in connection with the Company’s initial public offering.

The Company and Mango also agreed that the other promissory notes previously issued by the Company to Mango will be similarly convertible

at the Company’s option if it does not have cash available to repay all amounts due thereunder.

Copies

of the Termination Agreement and form of promissory note are filed with this Current Report on Form 8-K as Exhibit 2.1 and are

incorporated herein by reference, and the foregoing descriptions of the Termination Agreement and form of promissory note are

qualified in their entirety by reference thereto.

The

SPAC will now resume its search for an attractive target business with which to consummate an initial business combination.

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

Termination 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 8, 2026

CAYSON

ACQUISITION CORP

By:

/s/

Yawei Cao

Yawei

Cao

Chief

Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

TERMINATION

AGREEMENT

Reference

is made to that certain Agreement and Plan of Merger, dated as July 11, 2025, as amended (as the same may be further amended, restated

or supplemented, the “Business Combination Agreement”), by and among Cayson Acquisition Corp (the “SPAC”), Mango

Financial Group Limited, a Cayman Islands exempted company (“Mango”), North Water Investment Group Holdings Limited (“North

Water”), the parent company of Mango Financial Limited (“Mango Financial”), and Mango Temp Limited, a Cayman Islands

exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”).

Pursuant

to Section 8.1(a) of the Business Combination Agreement, the SPAC and Mango hereby mutually agree to terminate the Business Combination

Agreement, effective as of the date hereof. Accordingly, notwithstanding anything to the contrary contained in the Business Combination

Agreement, the Business Combination Agreement shall be of no further force or effect except for Section 5.20 (Fees and Expenses), Section

8.2 (Effect of Termination) and Article IX (Miscellaneous), which sections (collectively, the “Surviving Sections”)

survive the termination of the Business Combination Agreement. As of the date hereof, the amount of fees and expenses that Mango is obligated

to pay on behalf of the SPAC in accordance with the Business Combination Agreement is $45,125.36 (the “Expense Amount”),

which amount is being paid by Mango to SPAC concurrently with the execution of this termination agreement. Upon receipt of the Expense

Amount, the SPAC shall issue a non-interest bearing promissory note to Mango with a principal amount equal to the Expense Amount in the

form attached hereto as Exhibit A (the “New Promissory Note”). The SPAC acknowledges and agrees that, upon receipt of the

Expense Amount, such amount constitutes full, final and complete satisfaction and discharge of any and all obligations of Mango, North

Water and their respective Affiliates under Section 5.20 (Fees and Expenses) of the Business Combination Agreement and otherwise in respect

of the fees and expenses of the SPAC in connection with the Business Combination Agreement and the Transactions.

Notwithstanding

the termination of the Business Combination Agreement, the parties acknowledge and agree that an aggregate principal balance of $1,525,000

is currently outstanding under those certain promissory notes issued by the SPAC to Mango Financial dated September 9, 2025 in the principal

amount of $300,000, December 17, 2025 in the principal amount of $600,000 and March 18, 2026 in the principal amount of up to $750,000

(of which $625,000 has been drawn as of the date hereof) (collectively, the “Extension Notes” and together with the New Promissory

Note, the “Notes”) and that the Notes shall survive and remain in full force and effect in accordance with their respective

terms; provided that the SPAC and Mango agree that, subject to any necessary shareholder approval required by any national securities

exchange on which the SPAC seeks to list, all the Notes shall be convertible into securities of the SPAC upon consummation of a Business

Combination in the same manner as the New Promissory Note and the Extension Notes shall be deemed amended hereby accordingly.

Each

of the Parties to the Business Combination Agreement hereby releases the others and their respective officers, directors, employees,

stockholders, representatives, agents and affiliates and each of their respective heirs, executors, administrators, successors and assigns

from any and all claims, demands, debts, accounts, contracts, obligations, liabilities, actions and causes of action, whether in law

or in equity, which such Party ever had, now have, or hereafter may have against the other, directly or indirectly, arising out of or

in any way relating to the Business Combination Agreement or its termination hereby except for those provided for hereunder, those arising

under the Surviving Sections and the Notes. For the avoidance of doubt, nothing in this Agreement shall release, impair, discharge, waive

or otherwise affect any rights, claims or obligations of any party or any of their respective Affiliates under or in respect of the Notes.

WITNESS WHEREOF, the undersigned have caused this Termination Agreement to be executed as of September 2, 2026.

CAYSON ACQUISITION CORP

By:

/s/

Yawei Cao

Name:

Yawei

Cao

Title:

Chairman

and CEO

MANGO

FINANCIAL GROUP LIMITED ORP

By:

/s/

Name:

Title:

MANGO

TEMP LIMITED

By:

/s/

Name:

Title:

NORTH WATER INVESTMENT GROUP HOLDINGS LIMITED

By:

/s/

Name:

Title:

EXHIBIT

PROMISSORY

NOTE

$45,125.36

of September 2, 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 Forty Five Thousand One Hundred Twenty Five Dollars and Thirty Six Cents ($45,125.36) in lawful money of the United

States of America, on the terms and conditions described below.

Principal. The principal balance of this Note shall be repayable solely on the consummation by the Maker of an 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.

Interest. No interest shall accrue on the unpaid principal balance of this Note.

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.

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.

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.

Conversion. Upon consummation of a Business Combination, if Maker does not have sufficient available resources to repay the Note

in cash as determined by Maker in its sole discretion, the Maker shall have the right, but not the obligation, to cause the principal

balance of this Note, in whole or in part, to be converted into units (“Units”) of the Maker at a price of $10.00

per Unit. The Units will be identical to the “private units” (as such term is defined in the Maker’s final prospectus

for its initial public offering, dated September 19, 2024). As promptly as reasonably practicable after notice by Maker to Payee that

it is exercising its right to cause the principal balance of this Note to be so converted, which must be made at least 24 hours prior

to the consummation of the Business Combination, and after Payee’s surrender of this Note, Maker shall have issued and delivered

to Payee, without any charge to Payee, a certificate or certificates (issued in the name(s) requested by Holder) for the number of Units

of Maker issuable upon the conversion of this Note.

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.

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.

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:

to Maker:

Cayson

Acquisition Corp.

420

Lexington Avenue, Suite 2446

New

York, New York 10170

to Payee:

Mango

Financial Limited

[INSERT

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.

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:

Name:

Yawei

Cao

Title:

Chairman

and CEO

ACCEPTED

AND AGREED:

MANGO

FINANCIAL LIMITED

By:

Name:

Jialing

Zhang

Title:

Chairwoman

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