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): ~~December~~March 1718, ~~2025~~2026

CAYSON ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-42280		N00000000000-0000000N/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 Definitive Material Agreement.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Effective as of ~~December~~March 1718, ~~2025~~2026, Mango Financial Limited (“Mango Financial”) ~~loaned~~agreed to lend Cayson Acquisition Corp. (the “~~SPAC~~Company”) an aggregate of $~~600~~750,000. ~~Such~~The ~~funds~~first ~~will~~$125,000 beof such amount was loaned to the Company and the Company deposited such amount into the trust account established by the ~~SPAC~~Company in connection with its ~~initial~~ initial public offering pursuant to the ~~SPAC~~Company’s Amended and Restated Memorandum and Articles of Association and trust agreement, as amended, governing the trust account in order to extend the time that the ~~SPAC~~Company has to consummate an initial business combination (a “Business Combination”) ~~from~~ ~~December~~for ~~23,~~the ~~2025~~first tomonth extension ~~March~~as ~~23,~~described ~~2026~~below. The loan is evidenced by a promissory note (the “Note”) issued by the ~~SPAC~~ Company to Mango Financial. The Note bears no interest and is repayable in full upon consummation of a Business Combination.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.

As previously disclosed, on July 11, 2025, the ~~SPAC~~Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the ~~SPAC~~Company, 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”)~~.

~~Additional~~Item ~~Information~~5.03. ~~and~~Amendments ~~Where~~ to ~~Find~~Articles Itof Incorporation or Bylaws.

InThe ~~connection~~information ~~with~~included ~~the~~in ~~proposed~~Item business combination among the SPAC, the Company and Merger Sub (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 prospectus5.07 ~~After the Registration Statement~~ is ~~declared effective~~incorporated by ~~the~~reference ~~U.S.~~into ~~Securities~~this ~~and~~item ~~Exchange Commission (the “SEC”)., the definitive proxy statement and prospectus and other relevant documents will be mailed~~ to the ~~shareholders~~extent ~~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~~required. 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~~Item in5.07. ~~the~~Submission ~~Solicitation~~of Matters to a Vote of Security Holders.

~~The~~On ~~SPAC~~March 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 obtain18, ~~without charge~~2026, ~~more~~ ~~detailed information regarding~~ the ~~directors~~Company ~~and~~held ~~officers~~an ofextraordinary ~~the~~general ~~SPAC~~meeting ~~as reflected of~~ (the ~~SPAC’s~~“Meeting”) 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~~approve ~~SPAC shareholders in connection with~~ the ~~proposed~~following 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.resolutions:

~~The~~ ● to resolve as a special resolution, that the Company’s amended and ~~its~~restated ~~respective~~memorandum ~~directors~~and articles of association as adopted by special resolution dated September 19, 2024 with effect from September 23, 2024 (the “Existing Memorandum and ~~executive~~Articles”) ~~officers~~be amended (the “Extension Amendment”), pursuant to which the board of directors of the Company (the “Board”) may ~~also~~extend bethe ~~deemed~~date (the “Extension”) by which the Company must consummate a business combination (as defined in the Existing Memorandum and Articles) on a monthly basis, up to twelve (12) months (or until March 23, 2027) (the “Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be ~~participants~~determined by the Board in its sole discretion, provided that the ~~solicitation~~Company’s sponsors, officers, directors, affiliates or designees (collectively, the “Insiders”) lend to the Company (each a “Contribution”) an aggregate of ~~proxies~~US$125,000 ~~from~~ for each month utilized to consummate an initial business combination, which Contributions shall be deposited by the ~~SPAC~~Company ~~shareholders~~into the Trust Account (as defined in the Existing Memorandum and Articles) and thereby increase the per-share redemption price paid in connection with the ~~proposed~~ultimate ~~Business~~consummation ~~Combination.~~of Aa ~~list~~business ofcombination or the ~~names~~Company’s ofliquidation (the “Extension Proposal”); ● to resolve as a special resolution, that the Existing Memorandum and Articles be amended (the “Redemption Limitation Amendment”) to remove the limitation (the “Redemption Limitation”) that the Company shall not redeem public shares to the extent that such ~~directors~~redemptions would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Proposal”); ● to resolve as an ordinary resolution, that the Investment Management Trust Agreement, dated as of September 19, 2024 (the “Trust Agreement”), entered into by and ~~executive~~between ~~officers~~ Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), and ~~information~~the ~~regarding~~Company ~~their~~be ~~interests~~amended in(the “Trust Amendment”) to change the ~~proposed~~amount ~~Business~~of ~~Combination~~funds ~~will~~to be ~~included~~deposited into the trust account in connection with extending the ~~proxy~~time ~~statement~~to complete an initial business combination as described in the Extension Proposal (the “Trust Amendment Proposal”); and ~~prospectus for~~● to resolve as an ordinary resolution, that the ~~proposed~~adjournment ~~Business~~of ~~Combination~~the ~~when~~Extraordinary ~~available~~General Meeting to a later date or dates, if necessary, to approve the Extension Proposal, the Redemption Limitation Proposal and the Trust Amendment Proposal be approved (the “Adjournment Proposal”).

NoAn ~~Solicitation~~aggregate of 6,596,416 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of February 18, 2026, were represented in person or ~~Offer~~by proxy at the Meeting.

~~This~~The ~~communication~~Company’s ~~shall~~shareholders ~~neither~~voted ~~constitute~~on ~~an offer to sell nor~~ the ~~solicitation~~proposals ofat ~~an offer to buy any securities, or~~ the ~~solicitation of any proxy~~Meeting, ~~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~~were ~~offer,~~approved ~~solicitation~~as 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.follows:

~~Forward-Looking Statements~~(1) ~~Legend~~Proposal No. 1 — The Extension Proposal

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.

For		Against		Abstain		Broker Non-Votes
4,915,864		1,680,552		0		0

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~~2), ~~in the~~Proposal ~~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~~No. ~~These~~2 ~~filings~~— ~~identify~~The ~~and~~Redemption ~~address~~Limitation 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.Proposal

The SPAC does not give any assurance that the SPAC or the Company will achieve their expectations.

For		Against		Abstain		Broker Non-Votes
5,045,819		1,550,597		0		0

~~Item~~(3) 9Proposal No.~~01.~~ ~~Financial~~3 ~~Statements~~— ~~and~~The ~~Exhibits.~~Trust Amendment Proposal

(d) Exhibits. The following exhibits are filed with this Form 8-K:

For		Against		Abstain		Broker Non-Votes
4,915,864		1,656,793		23,759		0

Exhibit No.		Description of Exhibits
10.1		Promissory Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Because quorum was obtained and the other proposals were approved, the Company did not hold a vote on the Adjournment Proposal.

The amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar of Companies to effectuate the foregoing are attached hereto as Exhibit 3.1. The Company also amended that certain Investment Management Trust Agreement, dated September 19, 2024, to effectuate the revised payment terms for the Extension adopted at the Meeting.

In connection with the Meeting, holders of an aggregate of 2,541,908 public shares of the Company exercised their right to have their shares redeemed for a pro rata amount held in the Company’s trust account.

The Company is continuing to attempt to consummate its business combination with Mango Financial Group Limited.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
3.1		Amendments to Amended and Restated Memorandum and Articles of Association
10.1		Promissory Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward Looking Statements

Neither the Company nor any of its affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive and is not intended to form the basis of any investment decision or any other decision in respect of the Company or its proposed business combination.

This Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements.

The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

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: December 22, 2025	CAYSON ACQUISITION CORP
Dated: March 20, 2026	CAYSON ACQUISITION CORP
	By:	/s/ Yawei Cao
		Yawei Cao
		Chief Executive Officer

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