Cayson Acquisition Corp. Signs Material Definitive Agreement

TL;DR

SPAC Cayson Acquisition Corp. signed a material definitive agreement on 9/11/25.

AI Summary

Cayson Acquisition Corp. entered into a material definitive agreement on September 11, 2025. The company, incorporated in the Cayman Islands, is a blank check company focused on real estate and construction. Its principal executive offices are located at 205 W 37th St, New York, NY 10018.

Why It Matters

This filing indicates a significant step for Cayson Acquisition Corp., likely related to its business combination or acquisition plans as a special purpose acquisition company (SPAC).

Risk Assessment

Risk Level: medium — As a SPAC, Cayson Acquisition Corp. is subject to risks associated with finding and completing a business combination, which can be complex and uncertain.

Key Numbers

• 001-42280 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• Cayson Acquisition Corp (company) — Registrant
• September 11, 2025 (date) — Date of earliest event reported
• 205 W 37th St, New York, NY 10018 (address) — Principal business address
• Cayman Islands (location) — State or other jurisdiction of incorporation

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share CAPN The Nasdaq Stock Mar
• $300 million — Merger Agreement) has been reduced from $300 million to $140 million and (ii) the number of
• $140 million — ) has been reduced from $300 million to $140 million and (ii) the number of Earnout Shares (

Filing Documents

• form8-k.htm (8-K) — 65KB
• ex2-1.htm (EX-2.1) — 31KB
• 0001493152-25-013142.txt ( ) — 320KB
• capn-20250911.xsd (EX-101.SCH) — 4KB
• capn-20250911_def.xml (EX-101.DEF) — 27KB
• capn-20250911_lab.xml (EX-101.LAB) — 37KB
• capn-20250911_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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 11, 2025 CAYSON ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-42280 N/A 00-0000000 (State or Other Jurisdiction of 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 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. 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 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 informat

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