Form 8-K

8-K — Cayson Acquisition Corp

Accession: 0001493152-26-030134

Filed: 2026-06-25

Period: 2026-06-24

CIK: 0002024203

SIC: 6770 (BLANK CHECKS)

Item: Entry into 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): 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

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 1.01. Entry Into a Material Definitive Agreement.

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”).

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.

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

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.

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

Chief Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

AMENDMENT

NO. 3 TO

AGREEMENT AND PLAN OF MERGER

This

Amendment No. 3 to the Agreement and Plan of Merger is entered into as of June 24, 2026 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 and amended on September 11, 2025 and April

14, 2026 (as amended and 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:

Amendment to Section 8.1(b) of the Original Agreement. Section 8.1(b) of the Original Agreement is hereby amended to add the following

additional definition:

“(b)

by written notice from the Company or the SPAC, if the Closing shall not have occurred on or prior to March 23, 2027 (the “Outside

Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available

to any Party whose action or failure to comply with its obligations under this Agreement or any of the other Transaction Documents has

been the primary cause of, or has primarily resulted in, the failure of the Closing to occur on or prior to such date;”

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.

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.

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.

Miscellaneous. The provisions of Article IX (Miscellaneous) of the Original Agreement are incorporated herein, mutatis mutandis.

[Remainder

of Page Intentionally Left Blank]

WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.

CAYSON

ACQUISITION CORP

By:

/s/

Yawei Cao

Name:

Yawei

Cao

Title:

Chairman

and CEO

MANGO

FINANCIAL GROUP LIMITED

By:

/s/

Name:

Title:

MANGO

TEMP LIMITED

By:

/s/

Name:

NORTH

WATER INVESTMENT GROUP HOLDINGS LIMITED

By:

/s/

Name:

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